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•	The high level of competition in our industry and markets;

•	Our ability to increase organic growth via new product introductions, line extensions, increased spending on advertising and promotional support, and other new sales and marketing strategies;

•	Our ability to invest successfully in research and development;

•	Our dependence on a limited number of customers for a large portion of our sales;

•	Changes in inventory management practices by retailers;

•	Our ability to grow our international sales;

•	General economic conditions affecting sales of our products and their respective markets;

•	Economic factors, such as increases in interest rates and currency exchange rate fluctuations;

•	Business, regulatory and other conditions affecting retailers;

•	Changing consumer trends, additional store brand competition or other pricing pressures which may cause us to lower our prices;

•	Our dependence on third-party manufacturers to produce the products we sell;

•	Price increases for raw materials, labor, energy and transportation costs and for other input costs;

•	Disruptions in our distribution center;

•	Acquisitions, dispositions or other strategic transactions diverting managerial resources, the incurrence of additional liabilities or integration problems associated with such transactions;

•	Actions of government agencies in connection with our products or regulatory matters governing our industry;

•	Product liability claims, product recalls and related negative publicity;

•	Our ability to protect our intellectual property rights;

•	Our dependence on third parties for intellectual property relating to some of the products we sell;

•	Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value based on adverse operating results;

•	Our dependence on key personnel and the transition to a new CEO and CFO;

•	Shortages of supply of sourced goods or interruptions in the manufacturing of our products;

•	The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;

•	Our level of indebtedness, and possible inability to service our debt;

•	Our ability to obtain additional financing; and

•	The restrictions imposed by our financing agreements on our operations.

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•	Develop and execute effective sales, advertising and marketing programs;

•	Integrate acquired brands;

•	Grow our existing product lines;

•	Develop innovative new products;

•	Respond to the technological advances and product introductions of our competitors; and

•	Continue to grow our presence in the United States and international markets.

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(1)

We have prepared the information included in this Annual Report on Form 10-K with regard to the market share and ranking for our brands based in part on data generated by Information Resources, Inc., an independent market research firm (“IRI”). IRI reports total U.S. Multi-Outlet retail sales data in the food, drug, mass merchandise markets (including Walmart), dollar stores (Dollar General, Family Dollar, Fred's), selected warehouse clubs (BJ's and Sam's) and DeCA military commissaries and convenience stores, representing approximately 90% of Prestige Brands' categories for retail sales.

(2)	“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.

(3)	“Market share” is based on sales dollars in the United States, as calculated by IRI for the 52 weeks ended March 20, 2016.

(4)	“ACV” refers to the All Commodity Volume Food Drug Mass Index, as calculated by IRI for the 52 weeks ended March 20, 2016.  ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores that sell products in that market segment generally.  For example, if a product is sold by 50% of the stores that sell products

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(5)

Gaviscon is distributed by us in Canada only, and the market information was generated by Nielsen, an independent third party market research firm for the period ending March 5, 2016. Figures represent national, all channel retail sales data in the food, drug, mass merchandise (e.g. Walmart), general merchandise (e.g. Dollarama), and warehouse club stores (e.g. Costco). Data reported for warehouse club and general merchandise is calculated based on home scan panel data, and not direct point of sale data.

(6)	The Care Pharma brands include the Fess line of cold/allergy and saline nasal health products, which is the leading saline spray for both adults and children in Australia, and Hydralyte, which is the leading OTC brand in oral rehydration in Australia. Market information was generated by IMS Australian Proprietary Index, an independent market research firm, for the period ending February 29, 2016.

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•	Effective Marketing and Advertising;

•	Sales Excellence;

•	Extraordinary Customer Service; and

•	Innovation and Product Development.

•	Investments in Advertising and Promotion

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•	Growing our Categories and Market Share with Innovative New Products

•	Increasing Distribution Across Multiple Channels

•	Growing Our International Business

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•	Pursuing Strategic Acquisitions

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•	North American Over-the-Counter ("OTC") Healthcare;

•	International Over-the-Counter Healthcare; and

•	Household Cleaning.

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(1)	Includes estimates for some of our wholesale customers that service more than one distribution channel.

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•	Difficulties achieving our expected returns;

•	Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;

•	Difficulties in realizing the benefits of the acquired company or products;

•	Higher costs of integration than we anticipated;

•	Exposure to unexpected liabilities of the acquired business;

•	Difficulties in retaining key employees of the acquired business who are necessary to operate the business;

•	Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or

•	Adverse customer or stockholder reaction to the acquisition.

•	Political instability or declining economic conditions in the countries or regions where we operate that adversely affect sales of our products;

•	Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;

•	Fluctuating foreign exchange rates that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;

•	Compliance with laws and regulations concerning ethical business practices;

•	Trade restrictions and exchange controls;

•	Difficulties in staffing and managing international operations;

•	Difficulty in protecting our intellectual property rights in these markets; and

•	Increased costs of compliance with general business and tax regulations in these countries or regions.

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•	Suspend manufacturing operations;

•	Modify product formulations or processes;

•	Suspend the sale of products with non-complying specifications; or

•	Change product labeling, packaging, marketing, or advertising, recall non-compliant products, or take other corrective action.

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•	Increase our vulnerability to general adverse economic and industry conditions;

•	Limit our ability to engage in strategic acquisitions;

•	Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•	Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•	Place us at a competitive disadvantage compared to our competitors that have less debt; and

•	Limit, among other things, our ability to borrow additional funds on favorable terms or at all.

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•	Borrow money or issue guarantees;

•	Pay dividends, repurchase stock from, or make other restricted payments to, stockholders;

•	Make investments or acquisitions;

•	Use assets as security in other transactions;

•	Sell assets or merge with or into other companies;

•	Enter into transactions with affiliates;

•	Sell stock in our subsidiaries; and

•	Direct our subsidiaries to pay dividends or make other payments to us.

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•	The timing of when we make acquisitions or introduce new products;

•	Our inability to increase the sales of our existing products and expand their distribution;

•	The timing of the introduction or return to the market of competitive products and the introduction of store brand products;

•	Adverse regulatory or market events in the United States or in our international markets;

•	Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;

•	Seasonality of our products;

•	Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs;

•	The discontinuation and return of our products from retailers;

•	Our ability to recruit, train and retain qualified employees, and the costs associated with those activities;

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•	Changes in advertising and promotional activities and expansion to new markets;

•	Negative publicity relating to us and the products we sell;

•	Litigation matters;

•	Unanticipated increases in infrastructure costs;

•	Impairment of goodwill or long-lived assets;

•	Changes in interest rates; and

•	Changes in accounting, tax, regulatory or other rules applicable to our business.

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•	changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company;

•	an increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill;

•	transfer pricing adjustments;

•	tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place;

•	a change in our decision to indefinitely reinvest foreign earnings;

•	changes in accounting principles; and

•	changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.

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(1)

The New Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded.  The new peer group index was constructed in 2016 in connection with the Company’s analysis of its compensation program. The new peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Monster Beverage Corp., (vi) Impax Laboratories, Inc., (vii) Snyders-Lance Inc., (viii) Revlon, Inc., (ix) Lancaster Colony Corp, (x) Akorn, Inc., (xi) Edgewell Personal Care Company, (xii) Energizer Holdings, Inc. and (xiii) Calavo Growers, Inc.

(2)	The Old Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded.  The old peer group index was constructed in 2015 in connection with the Company’s analysis of its compensation program. The old peer

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(1)	For 2016, 2015, 2014, 2013, and 2012, cost of sales included $1.4 million, $2.2 million, $0.6 million, $6.1 million and $1.8 million, respectively, of charges related to inventory step-up and other costs associated with acquisitions.

(2)

For 2016, 2015, 2014, and 2012, general and administrative expense included $2.4 million, $13.9 million, $1.1 million, and $13.8 million, respectively, of costs related to acquisitions. For 2016, an additional $1.4 million of costs associated with a Chief Executive Officer transition was included in general and administrative expense. For 2012, an additional $1.7 million of unsolicited offer defense costs was included in general and administrative expense.

(3)

Effective April 1, 2015, the Company elected to change its method of presentation relating to debt issuance costs in accordance with Accounting Standards Update ("ASU") 2015-03. Prior to 2016, the Company's policy was to present these costs in other-long term assets on the balance sheet, net of accumulated amortization. Beginning in 2016, the Company has presented these fees as a direct deduction to the related long-term debt. As a result, in 2015, 2014, 2013, and 2012, we reclassified $27.4 million, $21.9 million, $23.5 million, and $34.0 million, respectively, of deferred financing costs from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

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•	Brand History

•	Market Position

•	Recent and Projected Sales Growth

•	History of and Potential for Product Extensions

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•	Reviews period-to-period sales and profitability by brand;

•	Analyzes industry trends and projects brand growth rates;

•	Prepares annual sales forecasts;

•	Evaluates advertising effectiveness;

•	Analyzes gross margins;

•	Reviews contractual benefits or limitations;

•	Monitors competitors’ advertising spend and product innovation;

•	Prepares projections to measure brand viability over the estimated useful life of the intangible asset; and

•	Considers the regulatory environment, as well as industry litigation.

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•	Type of instrument (i.e., restricted shares, stock options, warrants or performance shares);

•	Strike price of the instrument;

•	Market price of our common stock on the date of grant;

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•	Discount rates;

•	Duration of the instrument; and

•	Volatility of our common stock in the public market.

•	Rules and regulations promulgated by regulatory agencies;

•	Sufficiency of the evidence in support of our position;

•	Anticipated costs to support our position; and

•	Likelihood of a positive outcome.

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•	$400.0 million of 5.375% 2013 Senior Notes due 2021;

•	$350.0 million of 6.375% 2016 Senior Notes due 2024;

•	$817.5 million of borrowings under the 2012 Term B-3 Loans; and

•	$85.0 million of borrowings under the 2012 ABL Revolver.

•

Have a leverage ratio of less than 7.00 to 1.0 for the quarter ended March 31, 2016 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”)). Our leverage ratio requirement decreases over time to 3.75 to 1.0 for the quarter ending March 31, 2019 and remains level thereafter;

•	Have an interest coverage ratio of greater than 2.50 to 1.0 for the quarter ended March 31, 2016 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 3.50 to 1.0 for the quarter ending March 31, 2018 and remains level thereafter; and

•	Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended March 31, 2016 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.

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(1)

Represents the estimated interest obligations on the outstanding balances at March 31, 2016 of the 2013 Senior Notes, 2016 Senior Notes, 2012 Term B-3 Loans, and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of 5.4%.  Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.

(2)	Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.

(3)	Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures.  Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.

(4)	We have excluded minimum sublease rentals of $1.2 million due in the future under non-cancelable subleases. Refer to Note 16 for further details.

(5)	We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.

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(a)(1)	Financial Statements

(a)(2)	Financial Statement Schedules

(b)	Exhibits

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By:	/s/ David S. Marberger     Name: David S. Marberger Title: Vice President and Treasurer

By:	/s/ David S. Marberger     Name: David S. Marberger Title: Vice President and Treasurer

By:	/s/ Raymond S. Haverstock     Name: Raymond S. Haverstock Title: Vice President

1.	Employment. Prestige Brands Holdings, Inc. (“Employer”) agrees to employ Chris Heye (“Executive”) and Executive accepts such employment for the period beginning as of April 1, 2016 and ending upon his termination pursuant to Section 1(c) hereof (the “Employment Period”), subject only to the approval of the Prestige Brands Holdings, Inc. Board of Directors (the “Board”).

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(i)	The parties shall first use their reasonable best efforts to discuss and negotiate a resolution of the dispute.

(ii)	If efforts to negotiate a resolution do not succeed within 5 business days after a written request for negotiation has been made, the dispute shall be resolved timely and exclusively by final and binding arbitration in New York County or Westchester County, New York

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(iii)

The parties recognize that this Section 4(i) means that certain claims will be reviewed and decided only before an impartial arbitrator or panel of arbitrators instead of before a court of law and/or a jury, but desire the many benefits of the arbitration process over court proceedings, including speed of resolution, lower costs and fees, and more flexible rules of evidence. The arbitration or arbitrators duly selected pursuant to the AAA’s Rules shall have the same power and authority to order any remedy for violation of a statute, regulation, or ordinance as a court would have; and shall have the same power to order discovery as a federal district court has under the Federal Rules of Civil Procedure.

(b)	The provisions of this Section 4(i) shall not apply to any action by the Employer seeking to enforce its rights arising out of or related to the provisions of Sections 2 and 3 of this Agreement.

(c)	This Section 4(i) is intended by the Employer and the Executive to be enforceable under the Federal Arbitration Act (“FAA”). Should it be determined by any court that the FAA does not apply, then this Section 4(i) shall be enforceable under the applicable arbitration statutes of the State of Delaware.

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(i)

the Executive continues to provide services as an employee of the Employer at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or

(ii)

the Executive continues to provide services to the Employer in a capacity other than as an employee of the Employer at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period).

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(i)	a material diminution in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time;

(ii)	a material diminution in the Executive’s authority, duties, or responsibilities;

(iii)	the relocation of the Employer’s headquarters outside a thirty-mile radius of Tarrytown, New York or the Employer’s requiring the Executive to be based at any place other than a location within a thirty-mile radius of Tarrytown, New York, except for reasonably required travel on the Employer’s business; or

(iv)	any other action or inaction that constitutes a material breach by the Employer of this Agreement.

1.	The definition of "End Date" is hereby deleted in its entirety and replaced as follows:

(i)	In respect of the Products supplied from the Memphis Manufacturing Site, the date four (4) years after the Effective Date: and

2.	A new Section 5.3 shall be added as follows and the remaining sections renumbered accordingly:

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3.	Schedule I is hereby deleted in it entirety and replaced with the new Schedule 1 attached hereto as Exhibit A.

4.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

5.	Except as provided herein, all other terms, conditions and provision s of the Agreement shall remain in full force and effect.

6.

This Amendment and the Agreement, including all documents referred to herein and attached hereto, constitutes the entire agreement of the parties on the subject matter hereof and supersedes all prior representations, understandings and agreements between the parties with respect to such subject matter. The documents referred to herein and attached hereto shall be read together with this Amendment and the Agreement to determine the parties' intent. In the event of a conflict between or among such documents, the documents shall govern in this order: (1) this Amendment, (2) the Agreement, (3) the applicable Statement of Work, if any, and (4) a Change Order, if any, related to the applicable Statement of Work, if any.

Medtech Products Inc.	GlaxoSmithKline Consumer

“End Date”	means:

(i)	in respect of Products supplied from the Memphis Manufacturing Site, the date of 31 January 2019; and

(ii)	in respect of Products supplied from the Mississauga Manufacturing Site, the date of 31 January 2019, subject to

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Manufacturing Site”	means the manufacturing site located at 7333 Mississauga Rd, Mississauga, ON L5N 6L4, Canada.

“Manufacturing Sites”	means, together, the Memphis Manufacturing Site and the Mississauga Manufacturing Site or any alternative manufacturing site to which the Manufacture of any Products has been moved pursuant to Clause 6.2.

“10.7	Within ninety (90) days of the Amendment Effective Date, the practice of shipping under quarantine will cease and thereafter all Products will be released by Supplier prior to shipment unless otherwise specifically requested in writing by Prestige.”

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20.1	Supplier and Prestige will use all commercially reasonable efforts to initiate and implement cost savings projects. Approval of these cost savings projects will not be unreasonably withheld by Prestige or Supplier. Any cost savings achieved through the Parties’ continuous improvement will be shared equally (50:50) by the Parties.

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20.2	The Parties will work together to identify risks within the supply chains for the Products, and the Parties will use all commercially reasonable efforts to mitigate any identified risks.

20.3

Subject to Clause 7.6, Supplier shall deliver the Products as ordered by Prestige with respect to a particular production Line at the Manufacturing Sites (“Line”) (a) on time not less than ninety-five percent (95%) of the time, measured by not more than three (3) days before or after (+/- 3) the Delivery due date (“On-Time Delivery”) in the applicable purchase order, and (b) in complete quantities plus or minus ten percent (+/-10%) (“Required Quantities”), in each case, measured cumulatively on a calendar quarter basis. If in a given calendar quarter, Supplier does not meet such On-Time Delivery and/or Required Quantities targets, Supplier shall have the next calendar quarter to remedy such failure (“Remedy Quarter”). Products Manufactured on each Line are identified on Schedule 2 attached hereto. If Supplier does not remedy an On-Time Delivery and/or Required Quantities failure in the applicable Remedy Quarter, Prestige will be entitled to discount of one percent (1%) for all Products that are Manufactured on the applicable Line in the Remedy Quarter. Notwithstanding the foregoing in this Clause 20.3, if Prestige requests a change to the date for Delivery or Product quantity of any SKU specified in an existing Firm Order (the “Ordered SKU”) without requesting, in the same change order, an equivalent off-setting Delivery date or Product quantity change (as applicable), the On-Time Delivery and Required Quantities targets in this Clause 20.3 as to the Ordered SKU shall automatically be suspended for four (4) weeks, but only to the extent that such offset has not been requested.”

“24.5	Prestige shall have the right to terminate the Agreement with respect to, but only with respect to, the Products manufactured at the Mississauga Manufacturing Site, by providing Supplier no less than three (3) months’ prior written notice.”

“25.7	Subject to Clause 25.8 through Clause 25.14, upon expiration or termination of this Agreement (but not earlier during the Term), Prestige may notify Supplier in writing if Prestige wishes to purchase the Designated Equipment (“Buy Notification”). The Buy Notification must include the information set forth in Clause 25.8(A) below. Supplier may sell the Designated Equipment to Prestige,

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25.8	In the event Prestige provides the Supplier with the Buy Notification and Supplier provides Prestige with a Seller Notification (pursuant to Clause 25.7 above) the following process shall apply:

(A)	As part of such Buy Notification, Prestige shall provide confirmation of:

(i)	the proposed Purchase Date (being the date of expiry of this Agreement (subject to sub-Clause (G) below)) of the Designated Equipment and (provided that such date is the same as or later than the Purchase Date) the proposed date of transfer of the Designated Equipment from the Memphis Manufacturing Site to a different site, as nominated by Prestige; and

(ii)	whether it wishes to inspect the Designated Equipment (the “First Notification”).

(B)

if Supplier provides Prestige a Seller Notification, then within ten (10) Business Days of such Seller Notification the Supplier shall confirm in writing to Prestige (or its nominated Affiliate) the then current Net Book Value of the Designated Equipment and the anticipated Net Book Value of the Designated Equipment on the proposed Purchase Date pursuant to sub-Clause 25.8(A)(i) above. In the event of any dispute with regard to such Net Book Value Prestige (or its nominated Affiliate) shall be entitled to request and the Supplier will procure written confirmation of the Net Book Value and any related calculation by the Supplier's independent auditors, together with documentation satisfactorily supporting such Net Book Value calculation;

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(C)

if Supplier provides Prestige a Seller Notification and should Prestige wish to inspect the Designated Equipment, Prestige (or its nominated Affiliate) shall have the right to fully inspect the Designated Equipment at the Memphis Manufacturing Site where the Designated Equipment is located within Working Hours on such a date within twenty (20) Business Days of the Seller Notification as shall be agreed by the Parties and the Supplier shall fully cooperate in facilitating such inspection, including granting access to the Designated Equipment and relevant information with regard to the condition and performance of the Designated Equipment;

(D)

if Supplier provides Prestige a Seller Notification, then within fifteen (15) Business Days of the Seller Notification (or if later within fifteen (15) Business Days of Prestige (or its nominated Affiliate) completing its inspection pursuant to sub-Clause 25.8(C)), Prestige (or its nominated Affiliate) shall confirm to the Supplier in writing whether it wishes to proceed with the purchase of the Designated Equipment (the "Second Notification");

(E)

within fifteen (15) Business Days of the Second Notification Prestige (or its nominated Affiliate) and the Supplier shall cooperate in good faith to prepare and execute appropriate transfer documentation and invoices as required and customary in the relevant jurisdiction of the Memphis Manufacturing Site where the Designated Equipment is located to give effect to the purchase and transfer of the Designated Equipment to Prestige (or its nominated Affiliate). Such documentation shall, among other things, provide that:

(i)	Prestige shall be responsible for arranging and paying for the cost of decommissioning, disassembling, removing and transporting the Designated Equipment from the Memphis Manufacturing Site:

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(ii)	For the avoidance of doubt, the price of the Designated Equipment shall be equal to the Net Book Value of the Designated Equipment at the Purchase Date; and

(iii)	Payment for the Designated Equipment shall take place upon the Purchase Date of the Designated Equipment.

(F)	The Parties shall use commercially reasonable endeavours to agree upon a date and plan for the physical transfer the Designated Equipment (allowing for, amongst other things, decommissioning, disassembly, removal and transportation) from the Memphis Manufacturing Site to a site nominated by Prestige within a prompt and reasonable timescale after the Purchase Date.

(G)

In the event this Agreement terminates prior to its date of expiry, for any reason, after Prestige has provided a Second Notification confirming that it wishes to proceed with the purchase of the Designated Equipment, the Purchase Date shall be deemed to be the date of termination (or such other date as soon as reasonably practicable thereafter as the Parties shall agree in writing (acting reasonably)) and the provisions in sub-Clauses 25.8(E) and 25.8(F).

Clause 25.9	INTENIONALLY OMITTED.

Clause 25.10	INTENIONALLY OMITTED.

Clause 25.11	INTENTIONALLY OMITTED.

Clause 25.12	INTENTIONALLY OMITTED.

Clause 25.13	Effective as of the Purchase Date and subject to payment by Prestige to Supplier of the Net Book Value of the Designated Equipment at the Purchase Date, the Supplier shall transfer to Prestige all right, title and interest in and to any and all of the Intellectual Property owned by the

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Clause 25.14

If any piece of Designated Equipment, on inspection by Prestige (or its nominated Affiliate) pursuant to sub-Clause 25.8(C), is found by Prestige (acting reasonably) to not be in reasonable working condition such that it is materially defective ("Defective Designated Equipment"), Prestige (or its nominated Affiliate) may, by giving notice to the Supplier as part of the Second Notification, exclude such Defective Designated Equipment from the Designated Equipment to be transferred pursuant to Clause 25.8 and upon execution of this right, reference to Designated Equipment in this Agreement shall thereafter be construed accordingly. The Net Book Value of any Defective Designated Equipment (calculated on the basis provided for in sub-Clause 25.8(B)) shall be deducted from the purchase price for the Designated Equipment. Notwithstanding the foregoing, if Prestige (or its nominated Affiliate) finds (acting reasonably) that the significance of the Defective Designated Equipment to the operation of the Designated Equipment is so material that in the absence of the Defective Designated Equipment, the Designated Equipment is not useful to Prestige and/or that the cost of replacing the Defective Designated Equipment makes the purchase of the Designated Equipment uneconomic, Prestige may notify Supplier in writing that Prestige is revoking its Buy Notification and Prestige’s right to purchase the Designated Equipment pursuant to Clauses 25.8 through 25.15 shall lapse and be of no further force and effect.

(A)

In the event that Prestige provides Supplier a Buy Notification pursuant to Clause 25.7, but Supplier does not want to sell the Designated Equipment and, therefore, does not provide Prestige with a Seller Notification as set forth in Clause 25.7, Prestige shall have a right of first refusal to purchase the Designated Equipment if Supplier shall within five (5) years from the termination or expiration date of this Agreement determine that it wishes to sell the Designated Equipment to a third party. If Supplier makes such a determination, Supplier shall notify Prestige in writing of Supplier’s wish to sell the Designated Equipment to a third party and the terms of such proposed sale (“Third Party Sale”) and Supplier shall offer Prestige the right to purchase the Designated Equipment on terms in the aggregate no less favorable than those being offered to such third party. Within ten (10) days of a written notice of the Third Party Sale, Prestige shall notify Supplier in writing whether or not Prestige wishes to purchase such Designated Equipment on such Third Party Sale terms. In the event that

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(B)

If Prestige notifies Supplier in writing within the ten (10) day period set forth in Clause 25.15(A) that Prestige wishes to purchase the Designated Equipment pursuant to its right of first refusal on the same terms as the Third Party Sale, Prestige shall have the inspection rights provided for in Clause 25.8(C) (but such inspection to take place within ten (10) days of the date of Prestige’s written notice of its wish to purchase the Designated Equipment), and the processes in Clause 25.8(D), Clause 25.8(E) (except Clause 25.8(E)(ii)), and Clause 25.8 shall apply.”