Common use of Acceptance and Rejection of the Product Clause in Contracts

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: (i) in the case of defects that are readily discoverable upon a physical inspection of a Product shipment, AYTU shall deliver a Rejection Notice within thirty (30) calendar days after AYTU or its designated facility has received such Product shipment, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers such defect, but in any event prior to the expiration date of the shelf life of such Product. Failure to provide a Rejection Notice to TRIS within the applicable period shall constitute acceptance by AYTU of the shipment for purposes of clause (i) or (ii) above, as applicable. Rejection Notices that are provided by AYTU shall state in reasonable detail (sufficient to enable TRIS to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU believes the Product does not conform to the Product Specifications and/or the Product warranties contained in Section 8.1. AYTU shall, within five (5) Business Days of the delivery by AYTU of any such Rejection Notice, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU on the Product being rejected. (b) AYTU’s test results or basis for rejection shall be conclusive unless TRIS notifies AYTU within ten (10) Business Days of receipt by TRIS of the Rejection Notice that it disagrees with such test results or basis for rejection. If AYTU and TRIS fail to agree within ten (10) Business Days after TRIS’ notice to AYTU as to whether any Product identified in the Rejection Notice deviates from the Product Specifications or fails to materially comply with the Product warranties contained in, representative samples of the batch of the Product in question, together with mutually agreed upon questions, shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS and AYTU determine by agreement, or if such evaluation certifies that the Product was properly rejected by AYTU, AYTU may reject the Product in the manner contemplated by Section 5.4(d). The Party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in shall pay all of the costs of such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU and TRIS shall each pay fifty percent (50%) of such upfront fees; provided, that if it is determined by the independent laboratory or consultant that either Party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 8.1 such incorrect Party shall reimburse the other Party for such fifty percent (50%) of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may be. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU pursuant to the provisions of this Section 5.4, the non-conforming shipment of a Product, or the non-conforming portion thereof, shall be held for TRIS’ disposition, or shall be returned to TRIS, in each case at TRIS’ expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTU. TRIS shall have no obligation to AYTU or to any Third Party with respect to any defective Product manufactured by TRIS to the extent that such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected Product, and such Product has not been satisfactorily replaced, TRIS shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) for its replacement, provided that TRIS supplies such replacement for the Product order, but not both (i) and (ii).

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: Endo shall, (i) in the case of defects that which are readily discoverable upon a physical discovered during incoming inspection of a Product shipmentby Endo, AYTU shall deliver a Rejection Notice within thirty (30) calendar 30 days after AYTU or its designated facility has received such Product shipmentEndo receives delivery of shipment of the Product, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered defect, within 30 days from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers Endo discovered such defect, but notify Noven, in writing, of any event prior rejection of any such Product ("REJECTION NOTICE"), on the basis of (A) any non-compliance with the Specifications or (B) failure of any such shipment to the expiration date of the shelf life of such Productconform with any product warranty set forth in this Agreement. Failure to provide a Rejection Notice to TRIS Noven within the applicable 30-day period shall constitute acceptance by AYTU Endo of the shipment for purposes of clause (i) or (ii) above, as applicableshipment. Any such possible Rejection Notices that are provided by AYTU Notice shall state in reasonable detail (sufficient to enable TRIS Noven to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU Endo believes the Product does may not conform be acceptable to the Product Specifications and/or the Product warranties contained in Section 8.1Endo. AYTU Endo shall, within five (5) Business Days business days of the delivery its receipt of a request by AYTU Noven for samples of any such Rejection Noticerejected Product, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU Endo on the Product being rejected. (b) AYTU’s Endo's test results or basis for rejection shall be conclusive unless TRIS Noven notifies AYTU Endo, within ten (10) Business Days 30 days of receipt by TRIS Noven of the Rejection Notice Notice, that it disagrees with such test results or basis for rejection. If AYTU Endo and TRIS Noven fail to agree within ten (10) Business Days 10 days after TRIS’ Noven's notice to AYTU Endo as to whether any Product identified in the Rejection Notice (i) deviates from the Product Specifications to any extent, or fails (ii) breaches a representation or warranty in this Agreement to materially comply with an extent that the Product warranties contained inis not saleable, representative samples of the batch of the Product in question, together with mutually agreed upon questions, question shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. If such laboratory needs to be qualified, then Endo and Noven will equally share the cost and expense of the qualification. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS Noven and AYTU Endo determine by agreement, agreement or if such evaluation certifies that the Product was properly rejected by AYTUEndo, AYTU Endo may reject the Product in the manner contemplated by Section 5.4(d3.07(c). The Party party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in should be rejected shall pay all of the costs of any such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU Endo and TRIS Noven shall each pay fifty percent (50%) % of such upfront fees; providedPROVIDED, that if it is determined by the independent laboratory or consultant that either Party party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 8.1 determination, such incorrect Party party shall reimburse the other Party party for such fifty percent (50%) % of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may befees. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU Endo pursuant to the provisions of this Section 5.43.07, Endo shall return to Noven (or, at the nonelection of Noven, destroy and provide evidence of such destruction to Noven) any units of such rejected Product. Noven shall, at Endo's election, either (i) credit the original invoice in respect of the rejected Product and re-conforming shipment invoice Endo for the units that were not rejected and credit Endo any reasonable expenses incurred by it related to the shipping of a Product, the rejected Product to Endo and the return or destruction of the non-conforming portion thereof, shall be held for TRIS’ disposition, rejected Product against other amounts then due Noven hereunder or shall be returned to TRIS, in each case (ii) at TRIS’ Noven's cost and expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, rejected Product with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTUpracticable. TRIS Noven shall have no obligation to AYTU or to any Third Party Endo with respect regard to any defective Product manufactured by TRIS to the extent if it is determined that any such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party Person to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse leaves Noven's possession. (d) Notwithstanding any other provision of this Agreement to the contrary (except Section 3.09 below), in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected ProductEndo receives Product in violation of the Product dating warranty set forth at Section 5.01(d), and Endo will attempt to mitigate the damages caused by such breach by using commercially reasonable efforts to sell such Product has not been satisfactorily replacedwith twelve (12) or more months of dating, TRIS provided, however, that Noven shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) remain responsible for its replacement, provided breach of Section 5.01(d) in the event that TRIS supplies Endo is unsuccessful in its efforts to sell such replacement for Products or its results result in the Product order, but not both (i) and (ii)being sold at a reduced price.

Acceptance and Rejection of the Product. (a) AYTU 8.1 For the avoidance of doubt, this Section 8 shall notify TRIS only apply to circumstances in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: (i) in the case of defects that are readily discoverable upon a physical inspection which no Sample of a Product shipmentis supplied and delivered to Purchaser. 8.2 Upon delivery of one or more Product lots to Purchaser, AYTU shall deliver a Rejection Notice Purchaser will promptly inspect such lots and will notify Supplier in writing within thirty (30) calendar days after AYTU [***] of delivery if such lots contains any defect or its designated facility has received if the delivery is short against the Purchaser’s purchase order. Any Products not rejected during such [***] period will be deemed to be accepted by Purchaser. 8.3 Any Product shipmentlots furnished by Supplier to Purchaser hereunder, which do not meet the Specifications, or (ii) in the case of a latent defect or which are otherwise defective, will be subject to rejection notwithstanding prior payment by Purchaser, provided, that any defect that was not obvious and could not be readily discovered from a physical inspection rejection of the Product supplied, AYTU shall deliver Products will be accompanied by a Rejection Notice within ten (10) calendar days of written explanation from Purchaser setting forth the date basis or bases for such rejection. 8.4 If Supplier disagrees with Purchaser’s assessment that AYTU discovers such defect, but in any event prior to the expiration date of the shelf life of such Product. Failure to provide a Rejection Notice to TRIS within the applicable period shall constitute acceptance by AYTU of the shipment for purposes of clause (i) or (ii) above, as applicable. Rejection Notices that are provided by AYTU shall state in reasonable detail (sufficient to enable TRIS to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU believes the Product does lots do not conform to the Product Specifications and/or the Product warranties contained in Section 8.1. AYTU shall, within five (5) Business Days of the delivery by AYTU of any such Rejection Notice, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU on the Product being rejected. (b) AYTU’s test results or basis for rejection shall be conclusive unless TRIS notifies AYTU within ten (10) Business Days of receipt by TRIS of the Rejection Notice that it disagrees with such test results or basis for rejection. If AYTU and TRIS fail to agree within ten (10) Business Days after TRIS’ notice to AYTU as to whether any Product identified in the Rejection Notice deviates from the Product Specifications or fails are defective, the Parties will work together in good faith to materially comply with investigate the Product warranties contained incause. In the event that the Parties are not able to resolve the disagreement despite the good faith investigation, representative samples of the batch of the Product in question, together with such issue will be submitted to an independent laboratory mutually agreed upon questions, shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or reviewby the Parties. The results report of such applicable independent evaluation shall laboratory will be binding upon the parties. If TRIS Parties and AYTU determine by agreement, or if such evaluation certifies that the Product was properly rejected by AYTU, AYTU may reject the Product in the manner contemplated by Section 5.4(d). The Party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in shall pay all of the costs of such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted will be paid by the independent laboratory Party against which the finding is made. 8.5 If Supplier accepts Purchaser’s rejection or consultant be due up front, AYTU and TRIS shall each pay fifty percent (50%) of such upfront fees; provided, that if it is determined by the an independent laboratory or consultant that either Party shall have been incorrect in its determination as to whether the Product complies fully with Lots do not meet the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: or are defective, Supplier will (i) replace within [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH the defective Product lots with lots that conform to the Specifications and are free from defects at no cost to Purchaser, and (Iii) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSEDupon presentation of Purchaser’s invoice therefor, credit Purchaser for the costs and expenses described in the next sentence incurred by Purchaser in connection with such rejected Product lots against any other payments due to Supplier from Purchaser, or, following expiration or termination of this Agreement, promptly refund such amounts to Purchaser. Such costs and expenses shall be limited to [***]. 8.1 such incorrect Party shall reimburse the other Party for such fifty percent (50%) of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may be. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the 8.6 The rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU pursuant to the provisions of this Section 5.4, the non-conforming shipment of a Product, or the non-conforming portion thereof, lots shall be held for TRIS’ Supplier’s disposition, or shall be returned to TRISSupplier, or destroyed if required by applicable law, in each case at TRIS’ Supplier’s expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTU. TRIS shall have no obligation to AYTU or to any Third Party with respect to any defective Product manufactured by TRIS to the extent that such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRISSupplier. In the event Supplier does not give instructions regarding the disposition of such rejected lots within [***] after notice of rejection of the Products by Purchaser to Supplier, Purchaser will have the right to destroy or otherwise dispose of all such rejected lots at Supplier’s sole expense and without obligation to compensate Supplier for any part of such rejected lots. 8.7 If Supplier fails to deliver to Purchaser the amount of a Product specified in Purchaser’s firm purchase order, Purchaser may request that AYTU has paid for rejected Product, and Supplier increase the quantity of such Product has not been satisfactorily replaced, TRIS shall promptly extend a credit to AYTU for the full next delivery to Purchaser by the amount paid by AYTU for of such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) for its replacement, provided that TRIS supplies such replacement for the Product order, but not both (i) and (ii)shortfall.

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: (i) in the case of defects that are readily discoverable upon a physical inspection of a Product shipment, AYTU shall deliver a Rejection Notice within thirty (30) calendar days after AYTU or its designated facility has received such Product shipment, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers such defect, but in any event prior to the expiration date of the shelf life of such Product. Failure to provide a Rejection Notice to TRIS within the applicable period shall constitute acceptance by AYTU of the shipment for purposes of clause (i) or (ii) above, as applicable. Rejection Notices that are provided by AYTU shall state in reasonable detail (sufficient to enable TRIS to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU believes the Product does not conform to the Product Specifications and/or the Product warranties contained in Section 8.1. AYTU shall, within five (5) Business Days of the delivery by AYTU of any such Rejection Notice, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU on the Product being rejected. (b) AYTU’s test results or basis for rejection shall be conclusive unless TRIS notifies AYTU within ten (10) Business Days of receipt by TRIS of the Rejection Notice that it disagrees with such test results or basis for rejection. If AYTU and TRIS fail to agree within ten (10) Business Days after TRIS’ notice to AYTU as to whether any Product identified in the Rejection Notice deviates from the Product Specifications or fails to materially comply with the Product warranties contained in, representative samples of the batch of the Product in question, together with mutually agreed upon questions, shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS and AYTU determine by agreement, or if such evaluation certifies that the Product was properly rejected by AYTU, AYTU may reject the Product in the manner contemplated by Section 5.4(d). The Party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in shall pay all of the costs of such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU and TRIS shall each pay fifty percent (50%) of such upfront fees; provided, that if it is determined by the independent laboratory or consultant that either Party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.Section 8.1 such incorrect Party shall reimburse the other Party for such fifty percent (50%) of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may be. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU pursuant to the provisions of this Section 5.4, the non-conforming shipment of a Product, or the non-conforming portion thereof, shall be held for TRIS’ disposition, or shall be returned to TRIS, in each case at TRIS’ expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTU. TRIS shall have no obligation to AYTU or to any Third Party with respect to any defective Product manufactured by TRIS to the extent that such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected Product, and such Product has not been satisfactorily replaced, TRIS shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) for its replacement, provided that TRIS supplies such replacement for the Product order, but not both (i) and (ii).

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: Endo shall, (i) in the case of defects that which are readily discoverable upon a physical discovered during incoming inspection of a Product shipmentby Endo, AYTU shall deliver a Rejection Notice within thirty (30) calendar 30 days after AYTU or its designated facility has received such Product shipmentEndo receives delivery of shipment of the Product, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered defect, within 30 days from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers Endo discovered such defect, but notify Noven, in writing, of any event prior rejection of any such Product ("Rejection Notice"), on the basis of (A) any non-compliance with the Specifications or (B) failure of any such shipment to the expiration date of the shelf life of such Productconform with any product warranty set forth in this Agreement. Failure to provide a Rejection Notice to TRIS Noven within the applicable 30-day period shall constitute acceptance by AYTU Endo of the shipment for purposes of clause (i) or (ii) above, as applicableshipment. Any such possible Rejection Notices that are provided by AYTU Notice shall state in reasonable detail (sufficient to enable TRIS Noven to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU Endo believes the Product does may not conform be acceptable to the Product Specifications and/or the Product warranties contained in Section 8.1Endo. AYTU Endo shall, within five (5) Business Days business days of the delivery its receipt of a request by AYTU Noven for samples of any such Rejection Noticerejected Product, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU Endo on the Product being rejected. (b) AYTU’s Endo's test results or basis for rejection shall be conclusive unless TRIS Noven notifies AYTU Endo, within ten (10) Business Days 30 days of receipt by TRIS Noven of the Rejection Notice Notice, that it disagrees with such test results or basis for rejection. If AYTU Endo and TRIS Noven fail to agree within ten (10) Business Days 10 days after TRIS’ Noven's notice to AYTU Endo as to whether any Product identified in the Rejection Notice (i) deviates from the Product Specifications to any extent, or fails (ii) breaches a representation or warranty in this Agreement to materially comply with an extent that the Product warranties contained inis not saleable, representative samples of the batch of the Product in question, together with mutually agreed upon questions, question shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. If such laboratory needs to be qualified, then Endo and Noven will equally share the cost and expense of the qualification. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS Noven and AYTU Endo determine by agreement, agreement or if such evaluation certifies that the Product was properly rejected by AYTUEndo, AYTU Endo may reject the Product in the manner contemplated by Section 5.4(d3.07(c). The Party party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in should be rejected shall pay all of the costs of any such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU Endo and TRIS Noven shall each pay fifty percent (50%) % of such upfront fees; provided, that if it is determined by the independent laboratory or consultant that either Party party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 8.1 determination, such incorrect Party party shall reimburse the other Party party for such fifty percent (50%) % of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may befees. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU Endo pursuant to the provisions of this Section 5.43.07, Endo shall return to Noven (or, at the nonelection of Noven, destroy and provide evidence of such destruction to Noven) any units of such rejected Product. Noven shall, at Endo's election, either (i) credit the original invoice in respect of the rejected Product and re-conforming shipment invoice Endo for the units that were not rejected and credit Endo any reasonable expenses incurred by it related to the shipping of a Product, the rejected Product to Endo and the return or destruction of the non-conforming portion thereof, shall be held for TRIS’ disposition, rejected Product against other amounts then due Noven hereunder or shall be returned to TRIS, in each case (ii) at TRIS’ Noven's cost and expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, rejected Product with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTUpracticable. TRIS Noven shall have no obligation to AYTU or to any Third Party Endo with respect regard to any defective Product manufactured by TRIS to the extent if it is determined EXECUTION COPY that any such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party Person to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse leaves Noven's possession. (d) Notwithstanding any other provision of this Agreement to the contrary (except Section 3.09 below), in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected ProductEndo receives Product in violation of the Product dating warranty set forth at Section 5.01(d), and Endo will attempt to mitigate the damages caused by such breach by using commercially reasonable efforts to sell such Product has not been satisfactorily replacedwith twelve (12) or more months of dating, TRIS provided, however, that Noven shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) remain responsible for its replacement, provided breach of Section 5.01(d) in the event that TRIS supplies Endo is unsuccessful in its efforts to sell such replacement for Products or its results result in the Product order, but not both (i) and (ii)being sold at a reduced price.

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: Endo shall, (i) in the case of defects that which are readily discoverable upon a physical discovered during incoming inspection of a Product shipmentby Endo, AYTU shall deliver a Rejection Notice within thirty (30) calendar 30 days after AYTU or its designated facility has received such Product shipmentEndo receives delivery of shipment of the Product, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered defect, within 30 days from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers Endo discovered such defect, but notify Noven, in writing, of any event prior rejection of any such Product ("Rejection Notice"), on the basis of (A) any non-compliance with the Specifications or (B) failure of any such shipment to the expiration date of the shelf life of such Productconform with any product warranty set forth in this Agreement. Failure to provide a Rejection Notice to TRIS Noven within the applicable 30-day period shall constitute acceptance by AYTU Endo of the shipment for purposes of clause (i) or (ii) above, as applicableshipment. Any such possible Rejection Notices that are provided by AYTU Notice shall state in reasonable detail (sufficient to enable TRIS Noven to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU Endo believes the Product does may not conform be acceptable to the Product Specifications and/or the Product warranties contained in Section 8.1Endo. AYTU Endo shall, within five (5) Business Days business days of its receipt of a request by Noven for Confidential Materials omitted and filed separately with the delivery by AYTU Securities and Exchange Commission. Asterisks denote omissions. samples of any such Rejection Noticerejected Product, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU Endo on the Product being rejected. (b) AYTU’s Endo's test results or basis for rejection shall be conclusive unless TRIS Noven notifies AYTU Endo, within ten (10) Business Days 30 days of receipt by TRIS Noven of the Rejection Notice Notice, that it disagrees with such test results or basis for rejection. If AYTU Endo and TRIS Noven fail to agree within ten (10) Business Days 10 days after TRIS’ Noven's notice to AYTU Endo as to whether any Product identified in the Rejection Notice (i) deviates from the Product Specifications to any extent, or fails (ii) breaches a representation or warranty in this Agreement to materially comply with an extent that the Product warranties contained inis not saleable, representative samples of the batch of the Product in question, together with mutually agreed upon questions, question shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. If such laboratory needs to be qualified, then Endo and Noven will equally share the cost and expense of the qualification. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS Noven and AYTU Endo determine by agreement, agreement or if such evaluation certifies that the Product was properly rejected by AYTUEndo, AYTU Endo may reject the Product in the manner contemplated by Section 5.4(d3.07(c). The Party party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in should be rejected shall pay all of the costs of any such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU Endo and TRIS Noven shall each pay fifty percent (50%) % of such upfront fees; provided, that if it is determined by the independent laboratory or consultant that either Party party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 8.1 determination, such incorrect Party party shall reimburse the other Party party for such fifty percent (50%) % of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may befees. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU Endo pursuant to the provisions of this Section 5.43.07, Endo shall return to Noven (or, at the nonelection of Noven, destroy and provide evidence of such destruction to Noven) any units of such rejected Product. Noven shall, at Endo's election, either (i) credit the original invoice in respect of the rejected Product and re-conforming shipment invoice Endo for the units that were not rejected and credit Endo any reasonable expenses incurred by it related to the shipping of a Product, the rejected Product to Endo and the return or destruction of the non-conforming portion thereof, shall be held for TRIS’ disposition, rejected Product against other amounts then due Noven hereunder or shall be returned to TRIS, in each case (ii) at TRIS’ Noven's cost and expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, rejected Product with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTUpracticable. TRIS Noven shall have no obligation to AYTU or to any Third Party Endo with respect regard to any defective Product manufactured by TRIS to the extent if it is determined that any such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party Person to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse leaves Noven's possession. (d) Notwithstanding any other provision of this Agreement to the contrary (except Section 3.09 below), in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected ProductEndo receives Product in violation of the Product dating warranty set forth at Section 5.01(d), and Endo will attempt to mitigate the damages caused by such breach by using commercially reasonable efforts to sell such Product has not been satisfactorily replacedwith twelve (12) or more months of dating, TRIS provided, however, that Noven shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) remain responsible for its replacement, provided breach of Section 5.01(d) in the event that TRIS supplies Endo is unsuccessful in its efforts to sell such replacement for Products or its results result in the Product order, but not both (i) and (ii)being sold at a reduced price.

Acceptance and Rejection of the Product. (a) AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: Endo shall, (i) in the case of defects that which are readily discoverable upon a physical discovered during incoming inspection of a Product shipmentby Endo, AYTU shall deliver a Rejection Notice within thirty (30) calendar 30 days after AYTU or its designated facility has received such Product shipmentEndo receives delivery of shipment of the Product, or (ii) in the case of a latent defect or any defect that was not obvious and could not be readily discovered defect, within 30 days from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers Endo discovered such defect, but notify Noven, in writing, of any event prior rejection of any such Product ("REJECTION NOTICE"), on the basis of (A) any non-compliance with the Specifications or (B) failure of any such shipment to the expiration date of the shelf life of such Productconform with any product warranty set forth in this Agreement. Failure to provide a Rejection Notice to TRIS Noven within the applicable 30-day period shall constitute acceptance by AYTU Endo of the shipment for purposes of clause (i) or (ii) above, as applicableshipment. Any such possible Rejection Notices that are provided by AYTU Notice shall state in reasonable detail (sufficient to enable TRIS Noven to identify the nature of the problem for tests or studies to be conducted by or on its Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. behalf or to dispute the same) the reason why AYTU Endo believes the Product does may not conform be acceptable to the Product Specifications and/or the Product warranties contained in Section 8.1Endo. AYTU Endo shall, within five (5) Business Days business days of the delivery its receipt of a request by AYTU Noven for samples of any such Rejection Noticerejected Product, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU Endo on the Product being rejected. (b) AYTU’s Endo's test results or basis for rejection shall be conclusive unless TRIS Noven notifies AYTU Endo, within ten (10) Business Days 30 days of receipt by TRIS Noven of the Rejection Notice Notice, that it disagrees with such test results or basis for rejection. If AYTU Endo and TRIS Noven fail to agree within ten (10) Business Days 10 days after TRIS’ Noven's notice to AYTU Endo as to whether any Product identified in the Rejection Notice (i) deviates from the Product Specifications to any extent, or fails (ii) breaches a representation or warranty in this Agreement to materially comply with an extent that the Product warranties contained inis not saleable, representative samples of the batch of the Product in question, together with mutually agreed upon questions, question shall be submitted to a mutually acceptable independent laboratory or consultant (if not a laboratory analysis issue) for analysis or review. If such laboratory needs to be qualified, then Endo and Noven will equally share the cost and expense of the qualification. The results of such applicable independent evaluation shall be binding upon the parties. If TRIS Noven and AYTU Endo determine by agreement, agreement or if such evaluation certifies that the Product was properly rejected by AYTUEndo, AYTU Endo may reject the Product in the manner contemplated by Section 5.4(d3.07(c). The Party party that is determined to have been incorrect in its determination of whether the Product complies fully with the Product Specifications and the Product warranties contained in should be rejected shall pay all of the costs of any such independent evaluation, including, without limitation, laboratory fees and additional shipping and transportation costs. Should the fees associated with the work conducted by the independent laboratory or consultant be due up front, AYTU Endo and TRIS Noven shall each pay fifty percent (50%) % of such upfront fees; providedPROVIDED, that if it is determined by the independent laboratory or consultant that either Party party shall have been incorrect in its determination as to whether the Product complies fully with the Product Specifications and the Product warranties contained in Section EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 8.1 determination, such incorrect Party party shall reimburse the other Party party for such fifty percent (50%) % of such fees within ten (10) Business Days of such determination by the independent laboratory or consultant, as the case may befees. (c) If any order of a Product is rejected by AYTU, AYTU’s obligation to pay TRIS in respect of the rejected Product shall be suspended until such time as the rejection is determined or otherwise agreed to be incorrect per Section 5.4(b). If only a portion of an order is rejected, only the duty to pay the amount allocable to such rejected portion shall be suspended. (d) In the event an order or partial order is rejected by AYTU Endo pursuant to the provisions of this Section 5.43.07, Endo shall return to Noven (or, at the nonelection of Noven, destroy and provide evidence of such destruction to Noven) any units of such rejected Product. Noven shall, at Endo's election, either (i) credit the original invoice in respect of the rejected Product and re-conforming shipment invoice Endo for the units that were not rejected and credit Endo any reasonable expenses incurred by it related to the shipping of a Product, the rejected Product to Endo and the return or destruction of the non-conforming portion thereof, shall be held for TRIS’ disposition, rejected Product against other amounts then due Noven hereunder or shall be returned to TRIS, in each case (ii) at TRIS’ Noven's cost and expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, rejected Product with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTUpracticable. TRIS Noven shall have no obligation to AYTU or to any Third Party Endo with respect regard to any defective Product manufactured by TRIS to the extent if it is determined that any such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party Person to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse leaves Noven's possession. (d) Notwithstanding any other provision of this Agreement to the contrary (except Section 3.09 below), in accordance with Section 5.3. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected ProductEndo receives Product in violation of the Product dating warranty set forth at Section 5.01(d), and Endo will attempt to mitigate the damages caused by such breach by using commercially reasonable efforts to sell such Product has not been satisfactorily replacedwith twelve (12) or more months of dating, TRIS provided, however, that Noven shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with Section 5.4(b) of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this Section 5.4, AYTU will be required to pay, without credit from TRIS, either (i) for the initial non-conforming portion of the order or (ii) remain responsible for its replacement, provided breach of Section 5.01(d) in the event that TRIS supplies Endo is unsuccessful in its efforts to sell such replacement for Products or its results result in the Product order, but not both (i) and (ii)being sold at a reduced price.