Waiver and Amendment to the July 29, 2019 Amended and Restated License and Supply Agreement

Acerus shall deliver, or cause to be delivered, to Aytu (i) a payment of $[●] to reimburse Aytu for half of specific direct costs that were previously paid by Aytu to Acerus associated with serialization of Product and (ii) a payment of $[●], which is its portion of the 2020 FDA user fee; and

Employee Transition. In accordance with Section 6.2(c) of the Agreement, the Parties agree that the individuals listed on Schedule 1 attached hereto (the “Transitioned Employees”) will be transitioned to Acerus as of December 1, 2019 in accordance with this Section 3.

Promptly following the A&R Closing Date, Aytu will execute and deliver to each Transitioned Employee a letter, in substantially the form attached hereto as Exhibit A, describing such transition, including the proposed formal transfer of employment to Acerus (the “Transition Letter”). Aytu will use commercially reasonable efforts to ensure that each Transitioned Employee promptly executes a Transition Letter.

In connection with such transition, from December 1, 2019 until the date on which the Parties and the applicable Transitioned Employee mutually agree to formally transfer such Transitioned Employee’s employment to Acerus, but in no case later than June 30, 2020, (such period, the “Employee Transition Period”), Acerus shall (A) assume commercial responsibility and costs for the sales territories for which such Transitioned Employees are responsible, as listed on Schedule 1, as well as the additional sales territories listed on Schedule 1 for which a Sales Representative is not currently assigned, and (B) assume sole responsibility for management direction and hiring and firing decisions regarding such Transitioned Employee. The Parties intend that during the Employee Transition Period the Transitioned Employees will present themselves during Details as representatives of Acerus (or its Affiliate), including carrying Acerus business cards, and will report directly to the applicable members of Acerus’ management team. For clarity, following December 1, 2019, Aytu will ensure that none of its Sales Representatives Detail or otherwise Promote the Product in the sales territories listed on Schedule 1 in the Acerus Sales Channel (as defined in the A&R Agreement).

During the Employee Transition Period, Aytu shall maintain such Transitioned Employee on its payroll and other administrative plans as an employee of Aytu, subject to voluntary resignation by such Transitioned Employee and Ordinary Course Terminations and Reassignments, as determined by Acerus; provided that, for clarity, in no event shall Aytu terminate employment of or reassign any Transitioned Employee during the Employee Transition Period without Acerus’ prior written consent.

Employee Costs. During the Employee Transition Period, all employment and other direct costs associated with the Transitioned Employees (i.e., meal budget, car reimbursement, travel, etc.) set forth on Schedule 2 (the “Employee Costs”) will be paid for by Acerus on a quarterly basis (in arrears), which amounts will be deducted from the quarterly Acerus Commissions Payments payable by Aytu to Acerus pursuant to Section 7.1(a) of the Agreement. For the avoidance of doubt, the Employee Costs set forth on Schedule 2 are actual costs incurred by Aytu from January through October 31, 2019 (T&E costs) and November 15, 2019 (all other Employee Costs) are illustrative of the expected Employee Costs. Actual Employee Costs for which Aytu will be reimbursed by Acerus are expected to differ based on Transitioned Employees’ actual sales performance, medical and other benefit plan selections for calendar 2020, travel, meal spending, car utilization, etc. following Closing. If the Employee Costs for a given quarter exceed the Acerus Commissions Payment for such quarter, such negative balance will be rolled over to the next quarter; provided, that if Employee Costs exceed Acerus Commissions Payments for three consecutive quarters, any remaining balance payable to Aytu will be paid by Acerus at the end of the next quarter.

Transition Period Activities.

The Parties acknowledge and agree that Schedule 6.2(a) of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 3.

In addition to the activities described on Schedule 3, the Parties agree that until the earlier of (1) written notice from Acerus and (2) June 30, 2020, Aytu will continue to provide the following materials and access to Acerus and the Transitioned Employees:

Promotional Materials in amounts and at times consistent with that which was provided to the Transitioned Employees as Aytu employees prior to the A&R Closing Date;

Access to the call reporting and data management tools specific to the Transitioned Employees and their respective customers and territories/region; and

The items set forth on Schedule 4 hereto.

Sales Force Size Requirements.

The Parties hereby acknowledge and agree that the requirements for the Aytu Product-Specific Sales Force set forth in Section 6.3(a)(i)(1) of the Agreement shall be deleted in their entirety and replaced with the following:

The Parties hereby acknowledge and agree that the requirements for the Acerus Product-Specific Sales Force set forth in Section 6.3(a)(ii)(1)-(2) of the Agreement shall be deleted in their entirety and replaced with the following:

After the first twelve (12) months following the A&R Closing Date, each Party will be responsible for employing a Product-Specific Sales Force consistent with the requirements set forth in Section 6.3 of the Agreement.