definiens: means the period ( a ) beginning on [ * * * * * ] and ( b ) ending [ * * * * * ] days after the date that [COMPANY] has delivered the Payment Assignment Notice to Comp any . [COMPANY] shall not enter into any binding agreement with any Third Party regarding a Payment Assignment until after its compliance with this Section 15.5(c ) for the Exclusive Period . If KemPha rm and Company do not enter into a binding agreemen t with respect to a Payment Assignment within the Exclusiv e Period, then [COMPANY] may pursue the Payment Assignment with any Third Party, including the Thir d Party that triggered the Payment Assignment Notic e, if applicable, for a period of [ * * * * * ] months following the end of the Exclusive Period . Prior to executing any definitive agreement with such Third Party in regar ds to any Payment Assignment, 52 [COMPANY] shall provide Company with a written summa ry of the material terms of the offer proposed by s uch Third Party and Company shall have [ * * * * * ] Business Days following receipt of such written su mmary from [COMPANY] to notify [COMPANY] whether or not Company agrees to enter into the Payment Assignment with [COMPANY] on the same economic terms as offered by s uch Third Party ( ) . If Company exercises its Payment ROFR in a timely manner, then the Parties will execute such documents, including ( as necessary ) an amendment to this Agreement, to memor ialize the Payment Assignment . If Company fails to exercise its Payment ROFR, then [COMPANY] will be fr ee to continue to pursue the original Payment Assig nment with the original Third Party that triggered the or iginal Payment Assignment Notice for the duration o f such [ * * * * * ] month period . If [COMPANY] receives an additional P ayment Assignment from a new Third Party during the [ * * * * * ] month period described above, or [COMPANY] does not enter into a Payment Assignment transaction with the original Third Party that triggered the Pa yment Assignment Notice within the aforementioned [ * * * * * ] month period and subsequently receives a bona fide offer for a Payment Assignment from a different Thi rd Party that the [COMPANY] Board of Directors intends to acc ept, then [COMPANY] shall deliver an additional Paym ent Assignment Notice to Company and a new Exclusive Pe riod shall commerce upon such delivery with regard to such new Third Party . Company agrees that in connec tion with any Payment Assignment, unless otherwise prohibited by Law, upon written notice from KemPhar m, Company will deliver any future payments contemplated by this Agreement, together with the r oyalty reports contemplated by Section 8.5(e ) of th is Agreement, to the extent and in accordance with the directions in such written notice . For the avoidan ce of doubt, ( i ) nothing contained in this Section 15.5(c ) shall constitute any approval of, or consent to, any Payment Assignment, to the extent such Payment Assignment w ould be prohibited under the Facility Agreement Documents, and ( ii ) the provisions of this Section 15.5(c ) shall not apply to any transfer or assignme nt effected pursuant to the Facility Agreement Documents ( or th e security interests granted thereunder )