UNFUNDED PLAN. The Plan is intended to be and at all times shall be operated and administered as an unfunded plan. No provision of the Plan shall be interpreted so as to give any individual any right in any assets of Interpublic or any Affiliate that is greater than the rights of any general, unsecured creditor of Interpublic or such Affiliate.

This Agreement is subject to the terms and conditions of the Plan, a copy of which is available upon request from the Secretary of the Company.

Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations that may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Unfunded Plan. It is a condition of the Plan that neither a Participant nor any other person or entity shall look to any person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any other person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Company or any Employer or in which the Company or any Employer may have any right, title or interest now or in the future. However, the Participant or any other person or entity shall have the right to enforce his or its claim against the Employer in the same manner as any other unsecured creditor of such entity. Neither a Participant nor his Beneficiary shall have any rights in or against any specific assets of any System Company.

Plan Assets. [[Organization C:Organization]] is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in [[Organization C:Organization]]’s hands and transactions by or with [[Organization C:Organization]] are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.

Marketing Plan. AYTU will be responsible for assessing the market opportunities for the Product in the Territory and preparing and providing to TRIS, for TRIS’ review and comment, within thirty (30) days of the execution of this Agreement, a marketing plan for the Tuzistra XR Product and sixty (60) days after NDA Approval of CCP-08, a marketing plan for the CCP-08 Product (each such marketing plan for Tuzistra XR and CCP-08, a “Marketing Plan”), which Marketing Plan, and each subsequent Marketing Plan delivered in accordance with this Section 4.2, shall set forth AYTU’s plan, strategy and proposed activities, to Market such Product in the Territory. Each Marketing Plan will include as appropriate, without limitation, the following elements:

Plan Reserve. Subject to adjustment as provided in Section 18, an aggregate of 8,500,000 Shares, plus the number of Shares available for issuance under the Prior Plan that had not been made subject to outstanding awards as of the Effective Date, plus the number of Shares described in Section 6(c), are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or shares reacquired at any time and now or hereafter held as treasury stock. The aggregate number of Shares reserved under this Section 6(a) shall be depleted by the number of Shares, if any, that are subject to an Award as determined at the time of grant; provided that the aggregate number of Shares reserved under this Section 6(a) shall be depleted by two Shares for each Share delivered in payment or settlement of a full-value Award. For this purpose, a full-value Award includes Restricted Stock, Restricted Stock Units payable in Shares, Performance Shares, Performance Units payable in Shares, and any other similar Award payable in Shares under which the value of the Award is measured as the full value of a Share, rather than the increase in the value of a Share. Notwithstanding the foregoing, the Company may issue only such number of Shares as is described in the first sentence of this Section 6(a) upon the exercise of incentive stock options. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share.

The Plan. This Agreement is subject to all the terms, provisions, and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of such terms and conditions.

Wells Fargo management, supervisors, individual contributors and other groups of team members who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”). Business unit managers, in consultation with their Human Resources partners, are responsible for identifying Participants within their business units who are eligible to participate in the Plan.

By: /s/ [[Person A:Person]] [[Person A:Person]] Corporate Vice President and Chief Human Resources Officer