0000950123-21-008219 Sample Contracts

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT...
License, Development and Commercialization Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This License, Development and Commercialization Agreement (this “Agreement”) is entered into and effective as of May 11, 2021 (the “Effective Date”), by and between Nanobiotix S.A., a French société anonyme having its registered office located at 60 Rue de Wattignies, 75012, Paris, France, registered under number 447 521 600 (RCS Paris) (“Nanobiotix”), and LianBio Oncology Limited, a Hong Kong company limited by shares, having its principal place of business located at Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong ( “Lian”). Nanobiotix and Lian are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 14, 2021 (the “Effective Date”), is entered into by and between LianBio Respiratory Limited, a company limited by shares organized and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Lian”), and Landos BioPharma, Inc., a Delaware corporation (“Landos”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 31, 2021 (the “Effective Date”), is entered into by and among LianBio Inflammatory Limited, a company limited by shares organized and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Lian”) LianBio, a corporation organized under the laws of the Cayman Islands (“LianBio”) (for purposes of Sections 2.9(a) (By Lian) and 14.17 (LianBio Guarantee)) and Lyra Therapeutics, Inc., a Delaware corporation (“Lyra”).

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Second Amended and Restated Shareholders Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on October 28, 2020 (the “Effective Date”), by and among:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) effective as of March 26, 2021 (“Effective Date”), is entered into by and between Tarsus Pharmaceuticals, Inc. (“Tarsus”), a Delaware Corporation, with offices at 15440 Laguna Canyon Rd., Suite 160, Irvine, CA 92618, and LianBio Ophthalmology Limited, a Hong Kong entity (“Lian”), with offices at Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. Tarsus and Lian may each be referred to as a “Party” or together as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of 2020 (the “Amendment Effective Date”), is entered into by and between LianBio, a corporation organized and existing under the laws of the Cayman Islands (“Licensee”), and QED Therapeutics, Inc. a Delaware corporation, a Delaware corporation (“Company”). Licensee and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of August 10th, 2020 (the “Effective Date”), is entered into by and among LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), LianBio Licensing, LLC, a limited liability company organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and MyoKardia, Inc., a corporation organized and existing under the laws of the State of Delaware, United States (“Company”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
The Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of October 8, 2020 (the “Amendment Effective Date”), is entered into by and among LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), LianBio Licensing, LLC, a limited liability company organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and MyoKardia, Inc., a corporation organized and existing under the laws of the State of Delaware, United States (“Company”). LianBio, Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
The Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of December 17, 2020 (the “Amendment Effective Date”), is entered into by and among LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), LianBio Licensing, LLC, a limited liability company organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and Navire Pharma, Inc. (formerly known as PTP Pharmaceuticals, Inc.), a Delaware corporation (“Company”). LianBio, Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED NOVATION AGREEMENT
Novation Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS NOVATION AGREEMENT (this “Novation Agreement”) is made and entered into as of October 11, 2020 (the “Novation Effective Date”) by and among LianBio, a corporation organized and existing under the laws of the Cayman Islands (“LianBio”), LianBio Licensing LLC, a limited liability company organized and existing under the laws of Delaware and a wholly-owned subsidiary of LianBio (“LBL”), and QED Therapeutics, Inc. a Delaware corporation (“QED”). Each of LianBio, LBL and QED is referred to herein as a “Party” and, collectively, as the “Parties”.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED EXCLUSIVITY AGREEMENT
Exclusivity Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

WHEREAS, the Parties have entered into a Share Subscription Agreement on or before the Effective Date of this Agreement, pursuant to which the Company shall issue certain Ordinary Shares representing ten percent (10%) of its fully-diluted equity (the “Equity Issuance”) in exchange for Bridge’s grant of certain Preemptive Rights (as defined below) to the Company with respect to Bridge’s Offered Assets (as defined below).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENT
LianBio • June 28th, 2021 • Pharmaceutical preparations • New York

THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of August 9, 2020 (the “Effective Date”), is entered into by and between LianBio, a corporation organized and existing under the laws of the Cayman Islands (“LianBio”) (for the purposes of Section 2.9(a) and Section 14.17), LianBio Licensing LLC, a limited liability company organized and existing under the laws of Delaware and a wholly-owned subsidiary of Lian Bio (“Licensee”), and Navire Pharma, Inc. (formerly known as PTP Pharmaceuticals, Inc.), a Delaware corporation (“Company”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
The Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of January 4, 2021 (the “Amendment Effective Date”), is entered into by and among LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), LianBio Licensing, LLC, a limited liability company organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and MyoKardia, Inc., a corporation organized and existing under the laws of the State of Delaware, United States (“Company”). LianBio, Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
LianBio • June 28th, 2021 • Pharmaceutical preparations

This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 23, 2020 (the “Amendment Effective Date”), is entered into by and among LianBio, a corporation organized and existing under the laws of the Cayman Islands (“LianBio”), LianBio Licensing LLC, a limited liability company organized and existing under the laws of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and Navire Pharma, Inc. (formerly known as PTP Pharmaceuticals, Inc.), a Delaware corporation (“Company”). LianBio, Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
The Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations

This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 28, 2020 (the “Amendment Effective Date”), is entered into by and among LianBio, a corporation organized and existing under the laws of the Cayman Islands (“LianBio”), LianBio Licensing LLC, a limited liability company organized and existing under the laws of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and Navire Pharma, Inc. (formerly known as PTP Pharmaceuticals, Inc.), a Delaware corporation (“Company”). LianBio, Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED STRATEGIC COLLABORATION AGREEMENT BY AND BETWEEN...
Strategic Collaboration Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

This STRATEGIC COLLABORATION AGREEMENT (the “Agreement”) is entered into as of November 17, 2020 (the “Effective Date”), by and between LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) and Pfizer Inc., a Delaware corporation, having an address of 235 East 42nd Street, New York, New York 10017 (“Pfizer”). The Company and Pfizer each may be referred to herein individually as a “Party” or collectively as the “Parties.” All attached appendices and exhibits are a part of this Agreement.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 28th, 2021 • LianBio • Pharmaceutical preparations • New York

THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of October 16, 2019 (the “Effective Date”), is entered into by and between LianBio, a corporation organized and existing under the laws of the Cayman Islands (“Licensee”), and QED Therapeutics, Inc. a Delaware corporation (“Company”).

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