Common use of Back-Up Candidates Clause in Contracts

Back-Up Candidates. Adagio may designate a Product as a Back-Up Candidate to another Product designated by Adagio as a Lead Product, which Lead Product is further in development than the Back-Up Candidate and is directed to the same Target (or, with respect to a multispecific Product, the same set of Targets) as the Back-Up Candidate. In the event that a Milestone Event that was already achieved with respect to a Lead Product is also achieved with respect to a Back-Up Candidate to such Lead Product prior to receipt of Marketing Approval for the Lead Product, then Adagio’s obligation to pay the corresponding Milestone Payment with respect to the achievement of the applicable Milestone Event with respect to such Back-Up Candidate will be deferred until receipt of Marketing Approval of the Lead Product. If Adagio continues to develop such Back-Up Candidate after receipt of Marketing Approval for the Lead Product, all deferred Milestone Payments for such Back-Up Candidate will become payable within [***] after receipt of such Marketing Approval and all subsequent Milestone Payments for such Back-Up Candidate will be payable within [***] after achievement of the corresponding Milestone Event with respect to such Back-Up Candidate. If Adagio promptly discontinues all development activities with respect to a Back-Up Candidate upon Marketing Approval of the Lead Product and provides Adimab with written notice thereof within [***] after receipt of such Marketing Approval, Adagio will not be obligated to pay the deferred Milestone Payments for such Back-Up Candidate. If Adagio continues to develop such Back-Up Candidate after discontinuation of development of the Lead Product (but prior to Marketing Approval of such Lead Product), Adagio will not be obligated to pay any Milestone Payments already paid with respect to such Lead Product, but all Milestone Payments for Milestone Events achieved with respect to such Back-Up Candidate that were not paid to Adimab with respect to such Lead Product will be payable within [***] after achievement of the corresponding Milestone Event.

Back-Up Candidates. Adagio may designate a Product as a Back-Up Candidate to another Product designated by Adagio as a Lead Product, which Lead Product is further in development than the Back-Up Candidate and is directed to the same Target (or, with respect to a multispecific Product, the same set of Targets) as the Back-Up Candidate. In the event that a Milestone Event that was already achieved with respect to a Lead Product is also achieved with respect to a Back-Up Candidate to such Lead Product prior to receipt of Marketing Approval for the Lead Product, then AdagioCheckpoint’s obligation to pay the corresponding Milestone Payment with respect to the achievement of the applicable Milestone Event milestone event with respect to such Back-Up Candidate will shall be deferred until receipt of Marketing Approval marketing approval of the Lead Product. If Adagio Checkpoint continues to develop such Back-Up Candidate after receipt of Marketing Approval for the Lead Product, all deferred Milestone Payments for such Back-Up Candidate will shall become payable within [***] thirty (30) days after receipt of such Marketing Approval and all subsequent Milestone Payments for such Back-Up Candidate will shall be payable within [***] ten (10) days after achievement of the corresponding Milestone Event with respect to such Back-Up Candidate. If Adagio Checkpoint promptly discontinues all development activities with respect to a Back-Up Candidate upon Marketing Approval of the Lead Product and provides Adimab with written notice thereof within [***] thirty (30) days after receipt of such Marketing Approval, Adagio Checkpoint will not be obligated to pay the deferred Milestone Payments for such Back-Up Candidate. If Adagio Checkpoint continues to develop such Back-Up Candidate after discontinuation of development of the Lead Product (but prior to Marketing Approval of such Lead Product), Adagio Checkpoint will not be obligated to pay any the deferred Milestone Payments already paid with respect to for such Lead ProductBack-Up Candidate, but all Milestone Payments for Milestone Events achieved with respect to such Back-Up Candidate that were not paid to Adimab with respect to such Lead Product will shall be payable within [***] ten (10) days after achievement of the corresponding Milestone Event.

Back-Up Candidates. Adagio ▇▇▇▇▇▇▇▇ may designate a Product as a Back-Up Candidate to another Product designated by Adagio ▇▇▇▇▇▇▇▇ as a Lead Product, which Lead Product is further in development than the Back-Up Candidate and is directed to the same Target (or, with respect to a multispecific Multispecific Product, the same set of Targets) as the Back-Up Candidate. In the event that a Milestone Event that was already achieved with respect to a Lead Product is also achieved with respect to a Back-Up Candidate to such Lead Product prior to receipt of Marketing Approval for the Lead Product, then Adagio’s ▇▇▇▇▇▇▇▇’▇ obligation to pay the corresponding Milestone Payment with respect to the achievement of the applicable Milestone Event with respect to such Back-Up Candidate will be deferred until receipt of Marketing Approval of the Lead Product. If Adagio ▇▇▇▇▇▇▇▇ continues to develop such Back-Up Candidate after receipt of Marketing Approval for the Lead Product, all deferred Milestone Payments for such Back-Up Candidate will become payable within [***] after receipt of such Marketing Approval and all subsequent Milestone Payments for such Back-Up Candidate will be payable within [***] (or within [***] in the event that the relevant Milestone Event is achieved by a licensee or sublicensee of ▇▇▇▇▇▇▇▇) after achievement of the corresponding Milestone Event with respect to such Back-Up Candidate. If Adagio promptly ▇▇▇▇▇▇▇▇ discontinues all development activities with respect to a Back-Up Candidate upon Marketing Approval of the Lead Product and provides Adimab with written notice thereof within [***] after receipt of such Marketing Approval, Adagio ▇▇▇▇▇▇▇▇ will not be obligated to pay the deferred Milestone Payments for such Back-Up Candidate. If Adagio ▇▇▇▇▇▇▇▇ continues to develop such Back-Up Candidate after discontinuation of development of the Lead Product (but prior to Marketing Approval of such Lead Product), Adagio ▇▇▇▇▇▇▇▇ will not be obligated to pay any Milestone Payments already paid with respect to such Lead Product, but all Milestone Payments for subsequent, previously unachieved Milestone Events achieved with respect to such Back-Up Candidate that were not paid to Adimab with respect to such Lead Product will be payable within [***] after achievement of any subsequent, previously unachieved (with respect to the corresponding Lead Product) Milestone EventEvent by the Back-Up Candidate.