CMO Failure; Technology Transfer Sample Clauses

CMO Failure; Technology Transfer. In the event of a Supply Failure, then Torii may select and engage one or more Permitted Torii CMOs to Manufacture the Licensed Product for Commercialization purposes in the Field in the Territory. In such case, BioCryst will transfer to such Permitted Torii CMOs copies of the BioCryst Manufacturing Know-How in electronic form or such other form maintained by BioCryst, and the restrictions on Torii’s right to Manufacture the Compound or the Licensed Product set forth in Section 2.1.3 (Covenant Not to Practice) will terminate. To facilitate such transfer, upon Torii’s reasonable request, BioCryst will make available to Torii or its selected Permitted Torii CMO a reasonable number of BioCryst’s technical personnel with appropriate skill and experience at times to be agreed by the Parties. Torii will be responsible for all internal costs (at the FTE Rate) and external expenses incurred by BioCryst in connection with such transfer of Know-How if such transfer is required solely for supply of the Compound or the Licensed Product for Commercialization purposes in the Field in the Territory. Accordingly, BioCryst may invoice Torii for such costs and expenses, and Torii will pay the undisputed invoiced amounts within [***] after the date of the invoice. In the event that Torii performs any Torii Manufacturing Activities as a result of such a failure of one or more CMOs engaged by BioCryst to Manufacture the Compound or the Licensed Product for Commercialization purposes in the Field in the Territory, Torii may deduct from the Transfer Price Payments due to BioCryst under this Agreement the actual, documented amounts paid by Torii to any Permitted Torii CMO for Licensed Product Manufactured by or on behalf of Torii.