v3.26.3
Collaboration Agreement
9 Months Ended
Sep. 30, 2026
Collaboration Agreement  
Collaboration Agreement

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4. Collaboration Agreement

In November 2022, the Company entered into a Research and Collaboration and Co-Development Agreement (the “LigaChem Agreement”) with LigaChem, formerly known as LegoChem Biosciences, Inc., to develop up to three antibody drug conjugates.  Under the terms of the LigaChem Agreement, both parties equally share the costs of developing the molecules and profits on commercialized products.  The LigaChem Agreement provided for up to three research programs for which a research plan could be developed.  With respect to a research plan, each party shall use reasonable efforts to execute and perform the activities assigned to it and shall be solely responsible for costs associated with its assigned activities.  Upon successful completion of a research plan, or as otherwise agreed, the parties may designate a research product as a co-development product.  Upon designation of a co-development product, cost sharing on a 50-50 basis between the Company and LigaChem would begin.  The activities associated with the research plan and co-development products will be coordinated by a joint steering committee, which is comprised of an equal number of representatives from the Company and LigaChem.  If and when a co-development product becomes commercialized, the Company and LigaChem would equally share in the profits.  There are no implied licenses or other rights created under the LigaChem Agreement after designation of a co-development product.  

Effective April 1, 2023, the parties designated LNCB74 as the first co-development product under the LigaChem Agreement.  As such, cost sharing on a 50-50 basis commenced for the first co-development product under the LigaChem Agreement.  LNCB74 is the only co-development product under the LigaChem Agreement.  

Given the involvement by both parties under the LigaChem Agreement, management assessed the criteria under ASC 808, Collaborative Arrangements (“ASC 808”), to determine if such agreement is within the scope of ASC 808. Based on the terms of the LigaChem Agreement, the Company concluded that the LigaChem Agreement meets the requirements of a collaboration within the guidance of ASC 808.  The Company and LigaChem are active participants in the activities associated with the LigaChem Agreement and are exposed to significant risks and rewards dependent on the commercial success of the activity.  The LigaChem Agreement is not reflective of a vendor-customer relationship and therefore not within the scope of ASC 606, Revenue from Contracts with Customers.  Accordingly, the net costs associated with the co-development are expensed as incurred and recognized within research and development expenses on the statement of operations.

On July 14, 2026, the Company announced that it had informed LigaChem that the Company had opted out of continued cost-sharing for LNCB74. On August 6, 2026, the Company and LigaChem entered into the Transition and Continuation Agreement, pursuant to which LigaChem exercised its rights under the LigaChem Agreement to continue as the Sole Developing Party with respect to LNCB74 and thereby assume full control of LNCB74 development, and 100% responsibility for all LNCB74 program costs incurred for the LNCB74 program on or after July 1, 2026. The Company agreed to provide certain transition support to LigaChem, including interim support for the ongoing clinical trial while the parties completed the transfer of program-related materials, regulatory documentation, vendor agreements, inventory and related records. LigaChem reimburses the Company for certain full-time equivalent support costs the Company incurred supporting the program transfer.

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In October 2026, the parties completed the transfer of the IND and related regulatory responsibilities for LNCB74 to LigaChem. Following completion of the transfer, LigaChem became the sponsor of the clinical program and assumed responsibility for all future development activities and costs in accordance with the Transition and Continuation Agreement. Amounts incurred by the Company and LigaChem prior to July 1, 2026 were shared under the 50-50 cost-sharing arrangement of the LigaChem Agreement. Under the terms of the LigaChem Agreement, LigaChem, as Sole Developing Party, is obligated to pay the Company certain development, regulatory and commercial milestone payments, as well as single-digit royalties on future net sales of LNCB74. Subject to the terms of the proposed contingent value rights agreement, any proceeds received by the Company within a certain time frame following the Merger for such milestone or royalty payments may be included in amounts distributable to holders of the contingent value rights to be issued in connection with the proposed Merger.

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