Serious Material Breach Sample Clauses

Serious Material Breach. If KemPharm commits a Serious Material Breach and such breach by KemPharm is not cured within [*****] days of receipt following a notice from Company under Section 13.4(a) (the “Cure Period”) or is unable to be cured, Company may elect not to terminate this Agreement and, instead, during the period commencing at the end of the Cure Period or, if such breach is unable to be cured, upon KemPharm’s receipt of Company’s notice of breach under Section 13.4(a) and continuing until the end of the last Royalty Term in all countries, (i) reduce the approval milestone payments under Section 8.3, the sales milestone payments under Section 8.4 and the then-applicable Royalty rates under Section 8.5 by [*****] and (ii) assume full and exclusive control and responsibility for all activities being performed or to be performed by KemPharm with respect to any Product hereunder, including all Development activities being conducted by KemPharm under any PDP and all further interactions with Regulatory Authorities with respect to any Product; provided, that such elections under this Section 13.4(b) shall not be Company’s sole remedy with respect to the Serious Material Breach by KemPharm.