[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
Exhibit 10.7
TRANSITION AND CONTINUATION AGREEMENT
This Transition and Continuation Agreement (this “Transition Agreement”) is effective as of August 6, 2026 (“Transition Agreement Effective Date”) by and between NextCure, Inc. (“NextCure”) and LigaChem Biosciences, Inc. (f/k/a LegoChem Biosciences, Inc.) (“LCB”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS, NextCure and LCB entered into that certain Research Collaboration and Co-Development Agreement dated November 9, 2022 (the “Agreement”).
WHEREAS, NextCure expects to enter into a reverse merger (the “Transaction”) in which a company operating in a different therapeutic area will combine with NextCure and following shareholder approval ultimately result in a change of control of NextCure (such company, together with the post-closing company, the “Successor”).
WHEREAS, in connection with the expected Transaction, NextCure has informed LCB that NextCure is electing to wind down and cease participating in the joint funding of the LNCB74 / B7-H4 ADC co-development program (the “Program”).
WHEREAS, NextCure’s decision to cease joint funding of the Program is driven by the requirements of the expected Transaction given Successor’s different therapeutic interest and NextCure’s related wind-down obligations with regard to ongoing legacy clinical programs, and is not based on any scientific or clinical assessment of the Program or the strength of the Parties’ partnership.
WHEREAS, both Parties continue to believe in the Program and its potential for patients, and, accordingly, LCB has elected to continue Development of the Program as the Sole Developing Party pursuant to Sections 11.4 and 11.5(a)(iv) of the Agreement on the terms and subject to the conditions set forth in this Transition Agreement.
WHEREAS, NextCure is committed to supporting an orderly transition of the Program to LCB, and the Parties enter into this Transition Agreement to give effect to LCB’s election and to continue the Program.
NOW THEREFORE, in consideration of the foregoing and the premises and conditions set forth herein, the Parties agree as follows:
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
| a. | Program Costs. Effective July 1, 2026, NextCure ceases co-funding the Program and LCB assumes 100% of Program costs (including all third-party costs, plus FTE reimbursement as set forth in Section 4 below). In reliance upon LCB’s promises and obligations in this Transition Agreement, NextCure will continue conducting the Program on LCB’s behalf without interruption (including patient dosing) during the Transition Period and until completion of the Transition Plan, funded by LCB in accordance with Section 4 below. |
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
IN WITNESS WHEREOF, the Parties have executed this Transition Agreement as of the Transition Agreement Effective Date.
NextCure, Inc. | LigaChem Biosciences, Inc. (f/k/a LegoChem Biosciences, Inc.) By: _/s/ Jeiwook Chae____________ Name: Jeiwook Chae Title: Chief Business Development Officer |
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
By: _/s/ Michael Richman Name: Michael Richman Title: President and CEO |
[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
Exhibit 1
Transition Plan and Personnel
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[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
Exhibit 2
ADC Patents
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[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
Exhibit 3
Antibody Patents
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[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]
Exhibit 4
Assigned Program Agreements
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Exhibit 5
IND Transferor and Transferee Letters
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