Assignment of Promissory Note Agreement, dated September 9, 2024, between the Sponsor, Oaktree Acquisition Holdings III LS, L.P. and the Registrant

Exhibit 10.7

Oaktree Acquisition Corp. III Life Sciences

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

September 9, 2024

Oaktree Acquisition Holdings III LS, L.P.

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

Oaktree Acquisition Holdings III LS, LLC

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

RE: Assignment of Promissory Note

Pursuant to this assignment agreement (this “Assignment Agreement”) and Section 14 of the promissory note dated July 15, 2024, by and between Oaktree Acquisition Holdings III LS, L.P. (the “Assignor”) and Oaktree Acquisition Corp. III Life Sciences (the “Company”) (the “Promissory Note”), Assignor, the Company and Oaktree Acquisition Holdings III LS, LLC (the “Assignee”) hereby agree to assign to the Assignee the rights and obligations of the Assignor under the Promissory Note.

Except for the substitution of the Assignor by the Assignee as the counterparty to the Promissory Note pursuant to this Assignment Agreement, the terms of the Promissory Note remain unchanged and all terms shall henceforth apply to the Assignee as if it were a party to the Promissory Note.

It is intended that, to the extent that the Assignor is treated as a partnership for U.S. federal income tax purposes, the Assignee shall be treated as a continuation of the Assignor under Section 708 of the Internal Revenue Code of 1986, as amended, and accordingly the transactions contemplated herein shall be disregarded for U.S. federal income tax purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby and the Promissory Note, have caused this Assignment Agreement to be duly executed as of the day and year first above written.

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