NextCure, Inc. Sample Contracts

•] Shares NEXTCURE, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York
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NEXTCURE, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT
Sales Agreement • August 4th, 2023 • NextCure, Inc. • Pharmaceutical preparations • New York

NextCure, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

INDENTURE DATED AS OF , 20 BETWEEN NEXTCURE, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series
Indenture • August 6th, 2020 • NextCure, Inc. • Pharmaceutical preparations • New York

THIS INDENTURE, dated as of , 20 , between NEXTCURE, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], between NEXTCURE, INC., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).

LEASE AGREEMENT
Lease Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Delaware

THIS LEASE AGREEMENT (“this Lease”) is made as of this 30 day of January, 2019, between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company (“Landlord”), and NEXTCURE, INC., a Delaware corporation (“Tenant”).

February 28, 2023 Via Email Only Kevin G. Shaw RE:EXECUTIVE EMPLOYMENT AGREEMENT Dear Mr. Shaw: On behalf of NextCure, Inc. (“NextCure”, or the “Company”), it is my pleasure to confirm the terms and conditions on which the Board of Directors of...
NextCure, Inc. • March 2nd, 2023 • Pharmaceutical preparations

This Agreement supersedes, amends and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.

AMENDED AND RESTATED SUBLEASE AGREEMENT
Lease Agreement • April 1st, 2019 • NextCure, Inc. • Pharmaceutical preparations • Maryland

This AMENDED AND RESTATED SUBLEASE AGREEMENT (the “Sublease”) is made as of this 15th day of March, 2019 (the “Effective Date”), by and between LUPIN, INC., a Delaware corporation (“Sublandlord”) and NEXTCURE, INC., a Delaware corporation (“Subtenant”).

NEXTCURE, INC.
Nonqualified] Stock Option Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations

NextCure, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.001 (the “Stock”), to the individual named below as Grantee. The terms and conditions of the Option are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2015 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).

YALE UNIVERSITY CORPORATE SPONSORED RESEARCH AGREEMENT
Corporate Sponsored Research Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This CORPORATE SPONSORED RESEARCH AGREEMENT (this “AGREEMENT”) is effective as of December 29, 2015 (the “EFFECTIVE DATE”), by and between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the general assembly of the Colony and State of Connecticut (the “UNIVERSITY”), and NEXTCURE, INC., a Delaware corporation (the “SPONSOR”). UNIVERSITY and SPONSOR are each referred to herein individually, as a “party” and, collectively, as the “parties.”

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • November 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO LEASE AGREEMENT (“this First Amendment”) is dated as of August 2, 2019 (“Effective Date”), by and between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company, having an address at 385 E. Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), and NEXTCURE, INC., a Delaware corporation, having an address at Suite 140, 8000 Virginia Manor Road, Beltsville, Maryland 20705 (“Tenant”).

LEASE AGREEMENT
Lease Agreement • March 5th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Delaware

THIS LEASE AGREEMENT (“this Lease”) is made as of this 30 day of January, 2019, between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company (“Landlord”), and NEXTCURE, INC., a Delaware corporation (“Tenant”).

NEXTCURE, INC.
Restricted Stock Unit Agreement • April 29th, 2019 • NextCure, Inc. • Pharmaceutical preparations

NextCure, Inc., a Delaware corporation (the “Company”), hereby grants Restricted Stock Units (“RSUs”) for shares of its common stock, par value $0.001 (the “Stock”), to the individual named below as Grantee, subject to the vesting and other conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2019 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).

SIXTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 4th, 2023 • NextCure, Inc. • Pharmaceutical preparations

This SIXTH AMENDMENT TO LEASE AGREEMENT (“this Sixth Amendment”) is dated as of April 19, 2023 (“Effective Date”), by and between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company, having an address at 26 North Euclid Avenue, Pasadena, California 91101 (“Landlord”), and NEXTCURE, INC., a Delaware corporation, having an address at Suite 140, 8000 Virginia Manor Road, Beltsville, Maryland 20705 (“Tenant”).

RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT between NEXTCURE, INC. and ELI LILLY AND COMPANY
Eli Lilly and Company • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT (this “Agreement”) is effective as of November 2, 2018 (the “Effective Date”), and is entered into by and between:

THIRD AMENDMENT TO SRA
NextCure, Inc. • March 2nd, 2023 • Pharmaceutical preparations

This THIRD AMENDMENT TO SRA (this “THIRD AMENDMENT”) is made and entered into effective as of September 14, 2022 (“THIRD 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 (“NEXTCURE”). YALE and NEXTCURE are each referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

AMENDMENT TO LICENSE AGREEMENT AND SRA
License Agreement and Sra • March 4th, 2021 • NextCure, Inc. • Pharmaceutical preparations

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.”

NEXTCURE, INC.
Restricted Stock Agreement • April 29th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Delaware

NextCure, Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock, par value $0.001 (the “Stock”), to the individual named below as Grantee, subject to the vesting and other conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2019 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).

LICENSE AGREEMENT BY AND BETWEEN YALE UNIVERSITY AND NEXTCURE, INC.
License Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This License Agreement (the “AGREEMENT”) 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”), is effective as of December 29, 2015 (“EFFECTIVE DATE”). YALE and LICENSEE are each referred to herein, individually, as a “party” and, collectively, as the “parties.”

RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT between NEXTCURE, INC. and ELI LILLY AND COMPANY
Research and Development Collaboration Agreement • January 30th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT (this “Agreement”) is effective as of November 2, 2018 (the “Effective Date”), and is entered into by and between:

LICENSE AGREEMENT BY AND BETWEEN YALE UNIVERSITY AND NEXTCURE, INC.
License Agreement • January 30th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This License Agreement (the “AGREEMENT”) 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”), is effective as of December 29, 2015 (“EFFECTIVE DATE”). YALE and LICENSEE are each referred to herein, individually, as a “party” and, collectively, as the “parties.”

July 20, 2020 Via Email Only Steven P. Cobourn Frederick, MD 21704 RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Steve: On behalf of NextCure, Inc. (“NextCure”, or the “Company”), it is my pleasure to confirm the terms and conditions on which the Board of...
Employment Agreement • July 31st, 2020 • NextCure, Inc. • Pharmaceutical preparations • Maryland

This Agreement supersedes, amends and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.

NEXTCURE, INC.
Incentive Stock Option Agreement • April 29th, 2019 • NextCure, Inc. • Pharmaceutical preparations

NextCure, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.001 (the “Stock”), to the individual named below as Grantee, subject to the vesting and other conditions set forth below. The terms and conditions of the Option are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2019 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).

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FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 2nd, 2023 • NextCure, Inc. • Pharmaceutical preparations

This FOURTH AMENDMENT TO LEASE AGREEMENT (“this Fourth Amendment”) is dated as of June 10, 2022 (“Effective Date”), by and between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company, having an address at 26 North Euclid Avenue, Pasadena, California 91101 (“Landlord”), and NEXTCURE, INC., a Delaware corporation, having an address at Suite 140, 8000 Virginia Manor Road, Beltsville, Maryland 20705 (“Tenant”).

Contract
Co-Development Agreement • March 21st, 2024 • NextCure, Inc. • Pharmaceutical preparations • New York

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***]

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH [***]. SECOND AMENDMENT TO LICENSE...
License Agreement • March 3rd, 2022 • NextCure, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LICENSE AGREEMENT AND SRA (this “AMENDMENT”) is made and entered into, and effective, as of this 20th day of October 2021 (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.”

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • October 30th, 2019 • NextCure, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO LEASE AGREEMENT (“this First Amendment”) is dated as of August 2, 2019 (“Effective Date”), by and between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company, having an address at 385 E. Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), and NEXTCURE, INC., a Delaware corporation, having an address at Suite 140, 8000 Virginia Manor Road, Beltsville, Maryland 20705 (“Tenant”).

CONSULTING AGREEMENT
Consulting Agreement • August 6th, 2020 • NextCure, Inc. • Pharmaceutical preparations • Maryland

This Consulting Agreement (this “Agreement”) is made effective as of August 4, 2020 (the “Effective Date”), by and between NextCure, Inc., a Delaware corporation (“Company”), and Kevin Heller, M.D., a resident of the State of Maryland (“Consultant”).

FIFTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 2nd, 2023 • NextCure, Inc. • Pharmaceutical preparations

This FIFTH AMENDMENT TO LEASE AGREEMENT (“this Fifth Amendment”) is dated as of November 28, 2022 (“Effective Date”), by and between ARE-8000/9000/10000 VIRGINIA MANOR, LLC, a Delaware limited liability company, having an address at 26 North Euclid Avenue, Pasadena, California 91101 (“Landlord”), and NEXTCURE, INC., a Delaware corporation, having an address at Suite 140, 8000 Virginia Manor Road, Beltsville, Maryland 20705 (“Tenant”).

AMENDED AND RESTATED SUBLEASE AGREEMENT
Lease Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Maryland

This AMENDED AND RESTATED SUBLEASE AGREEMENT (the “Sublease”) is made as of this 15th day of March, 2019 (the “Effective Date”), by and between LUPIN, INC., a Delaware corporation (“Sublandlord”) and NEXTCURE, INC., a Delaware corporation (“Subtenant”).

YALE UNIVERSITY CORPORATE SPONSORED RESEARCH AGREEMENT
Corporate Sponsored Research Agreement • January 30th, 2019 • NextCure, Inc. • Pharmaceutical preparations • New York

This CORPORATE SPONSORED RESEARCH AGREEMENT (this “AGREEMENT”) is effective as of December 29, 2015 (the “EFFECTIVE DATE”), by and between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the general assembly of the Colony and State of Connecticut (the “UNIVERSITY”), and NEXTCURE, INC., a Delaware corporation (the “SPONSOR”). UNIVERSITY and SPONSOR are each referred to herein individually, as a “party” and, collectively, as the “parties.”

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