LEASE AND LEASE AGREEMENTLease and Lease Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New Jersey
LEASE AND LEASE AGREEMENT, dated as of June 18, 2020, between 103 Carnegie Associates, LLC, a Delaware limited liability company, with offices c/o Boston Properties at 101 Carnegie Center, Suite 104, Princeton, New Jersey 08540 (the “Landlord”), and LianBio*, an exempted company organized under the laws of the Cayman Islands, with its principal office at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Tenant”).
EQUITY HOLDERS’ AGREEMENTEquity Holders’ Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations
This EQUITY HOLDERS’ AGREEMENT (this “Agreement”) is made as of August 10, 2020 (the “Effective Date”), by and among LianBio, an exempted company organized under the laws of the Cayman Islands (the “Parent” or “LianBio”), LianBio Cardiovascular, an exempted company organized under the laws of the Cayman Islands and a wholly-owned subsidiary of the Parent, (the “Company”) and MyoKardia, Inc., a corporation organized and existing under the laws of the State of Delaware (“MyoKardia”, together with the Parent, the “Equity Holders”, and individually, a “Equity Holder”).
LIAN ONCOLOGY FORM OF WARRANT TO PURCHASE ORDINARY SHARESLianBio • October 1st, 2021 • Pharmaceutical preparations
THIS WARRANT IS TO CERTIFY THAT, QED Therapeutics, Inc. (the “Purchaser” and, together with its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred, the “Holder”) is entitled to purchase from Lian Oncology, an exempted company organized under the laws of the Cayman Islands (the “Company”), 33,333 ordinary shares, par value US$0.0001 per share (subject to adjustment in accordance with the terms hereof, the “Warrant Shares”), at US$0.0001 per share (subject to adjustment in accordance with the terms hereof, the “Exercise Price”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Exclusive License Agreement, entered into as of October 16, 2019, by and between the Purchaser and the Company (the “License Agreement”).
LIAN CARDIOVASCULAR WARRANT TO PURCHASE ORDINARY SHARESLianBio • October 1st, 2021 • Pharmaceutical preparations
THIS WARRANT IS TO CERTIFY THAT, MyoKardia, Inc. (“MyoKardia” and, together with its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred, the “Holder”) is entitled to purchase from Lian Cardiovascular, an exempted company organized under the laws of the Cayman Islands (the “Company”), 170,000 ordinary shares, par value US$0.0001 per share (subject to adjustment in accordance with the terms hereof, the “Warrant Shares”), at US$275 per share (subject to adjustment in accordance with the terms hereof, the “Exercise Price”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Exclusive License Agreement, dated the date hereof, by and between LianBio Licensing LLC, an affiliate of the Company and MyoKardia (the “License Agreement”).
Shanghai Municipality Lease Contract for PremisesLianBio • October 1st, 2021 • Pharmaceutical preparations
be registered or filed with the real estate transaction center or the acceptance office of the farm system where the premises is located to obtain the lease contract registration and filing certificate; in the case of preleasing of commodity housing, for the commodity housing sold externally, this Contract shall be registered and filed with the municipal real estate transaction center while for the commodity housing sold internally, this Contract shall be registered or filed with the real estate transaction center where the premises is located. After the construction of the preleased commodity housing is completed and the real estate ownership certificate has been obtained, and the parties have executed a handover letter for the use of the preleased commodity housing, this Contract shall be registered and filed with the real estate transaction center or the acceptance office of the farm system where the premises is located in accordance with the applicable regulations to obtain the lea
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond Amended and Restated Shareholders Agreement • October 1st, 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:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2021 by and among (i) LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), (ii) LianBio, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America (the “Company”), and (iii) Debra Yu, an American citizen whose passport number is (the “Employee”).
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations
THIS AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”) is made as August 10, 2020, (the “Effective Date”) by and among LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), the subsidiaries of the Company as set forth in Schedule 1 hereto (the “Subsidiaries”) and the entities and persons holding equity securities (or vested and/or unvested rights to purchase equity securities) of one or more Subsidiaries set forth on Schedule 2 hereto (the “Holders”), to amend, restate and supersede the Option Agreement dated as of October 16, 2019 among the Company and certain other parties thereunder.
Supplemental Agreement II to Lease Contract of Kerry Parkside Office BuildingSupplemental Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations
WHEREAS, Party A and Party B entered into that certain Shanghai Municipality Lease Contract for Premises (the “Lease Contract”) on December 23, 2019 for the lease of Units 901-902, 9/F, Kerry Parkside Office Building at No. 1155 Fangdian Road, Pudong New District, Shanghai (the “Office Building”). Party A and Party B entered into that certain Supplemental Agreement I on June 8, 2020 with respect to the rent-free period and reduction and waiver of management fee for a specific period provided by Party A (“Supplemental Agreement I”, together with the Lease Contract, collectively, the “Original Contract”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of August 10, 2020 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Cardiovascular, an exempted company organized under the laws of the Cayman Islands (“Lian Cardiovascular”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Cardiovascular and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”), Lian Oncology Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Oncology HK”), and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Oncology, Lian Oncology HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of October 16, 2019 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Oncology and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
February 24, 2021 Via PDF Email Bing Li Dear Bing:LianBio • October 1st, 2021 • Pharmaceutical preparations
As we discussed on January 13, 2021, and pursuant to Section 9 of the Executive Employment Agreement between you and LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), dated September 26, 2019 (the “Employment Agreement”), we hereby give formal notice to you that, your employment with the Company shall terminate, effective as of March 26, 2021 (the “Termination Date”). The purpose of this letter (the “Agreement”) is to confirm the terms concerning the termination of your employment. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agreement.
AMENDMENT NO. 1 TO LEASE AND LEASE AGREEMENTLease and Lease Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations
AMENDMENT NO. 1 (“Amendment”), dated as of July 1, 2021, between Carnegie 103 Associates, LLC, a Delaware limited liability company, with offices c/o Boston Properties at 101 Carnegie Center, Suite 104, Princeton, New Jersey 08540 (the “Landlord”), and LianBio, LLC, a Delaware limited liability company, with offices at 103 Carnegie Center Drive, Suite 215, Princeton, NJ 08540 (“Tenant”), to the Lease and Lease Agreement, dated as of June 18, 2020, between Landlord and LianBio, an exempted company organized under the laws of the Cayman Islands (“Parent Entity”), as predecessor in interest to Tenant (the “Lease”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • Hong Kong
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2019 by and between LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), and Bing Li, an American citizen whose passport number is (the “Executive”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Oncology and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”), Lian Oncology Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Oncology HK”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Oncology, Lian Oncology HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Cardiovascular, an exempted company organized under the laws of the Cayman Islands (“Lian Cardiovascular”), Lian Cardiovascular Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Cardiovascular HK”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Cardiovascular, Lian Cardiovascular HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
