Portions of this exhibit indicated by bracketed asterisks have been omitted because they are not material and would likely cause competitive harm to NextCure, Inc. if publicly disclosed.
AMENDMENT TO LICENSE AGREEMENT AND SRA
THIS AMENDMENT TO LICENSE AGREEMENT AND SRA (this “AMENDMENT”) is made and entered into as of this 25th day of April 2020, to be effective as of January 31, 2020 (the “AMENDMENT EFFECTIVE DATE”) by and between Yale University, a nonprofit corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut (“YALE”), and NextCure, Inc., a corporation organized and existing under the laws of the State of Delaware (“LICENSEE”). YALE and LICENSEE are each referred to herein, individually, as a “party” and, collectively, as the “parties.”
WHEREAS, the parties entered into that certain License Agreement effective as of December 29, 2015 (as amended to date, the “Existing License Agreement”) and the parties entered into that certain Corporate Sponsored Research Agreement effective as of December 29, 2015 (as amended to date, the “Existing SRA”); and
WHEREAS, the Parties desire to amend the Existing License Agreement and the Existing SRA as more particularly set forth in this AMENDMENT, or as the context of this AMENDMENT may require.
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and covenants set forth in this AMENDMENT, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
I. AMENDMENTS TO DEFINITIONS
1. Definitions and Phrases.
1.1 Capitalized terms used, but not defined, in this AMENDMENT shall have the respective meanings ascribed to such terms in the Existing License Agreement, or the Existing SRA, as applicable.
1.2 Any reference to “the AGREEMENT” or “this AGREEMENT” with respect to the Existing License Agreement shall mean the Existing License Agreement, as amended by this AMENDMENT. Any reference to “the Agreement” or “this Agreement” with respect to the SRA shall mean the Existing SRA, as amended by this AMENDMENT.
II. AMENDMENTS TO EXISTING SRA
1. Amendment to Section 2 of the Existing SRA. Section 2 of the Existing SRA shall be amended by adding Section 2(c), as follows:
“(c) UNIVERSITY and PRINCIPAL INVESTIGATOR shall use all reasonable efforts to ensure that any future collaborations or commitments with a third party (“THIRD PARTY OBLIGATIONS”) do not conflict with the rights of SPONSOR under this Agreement. UNIVERSITY and PRINCIPAL INVESTIGATOR shall promptly notify SPONSOR if it reasonably believes that a THIRD PARTY OBLIGATION conflicts with, or is reasonably