LIAN / LianBio - Depositary Receipt (Common Stock) - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

LIANY / LianBio - Depositary Receipt (Common Stock) / TANG CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 p1114246sc13g.htm Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Schedule 13G to amend the Schedule 13D filed by Tang Capital Partners, LP and related parties on November 30, 2023* LianBio (Name of Issuer) Ordinary Shares, par value $0.000017100448 per share (Title of Class of Securities) 53000N108** (CUSIP Number) November 8

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, $0.000017100448 par value per share, of LianBio and further agree to the filing of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40947 LianBio (Exact name of registrant as specified in its charter) 103

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

DEPOSIT AGREEMENT by and among CITIBANK, N.A., as Depositary, ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of November 3, 2021 TABLE OF CONTENTS

Exhibit (a) DEPOSIT AGREEMENT by and among lianbio and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of November 3, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Section 1.4 “American Depo

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Exact name of issuer of d

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40947 LianBio The Nasdaq Global Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 103 Carnegie Center

LIAN / LianBio - Depositary Receipt (Common Stock) / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* LianBio (Name of Issuer) Ordinary shares, $0.000017100448 par value per share (Title of Class of Securities) 53000N 108 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

LianBio Announces Completion of Strategic Review LianBio to commence the wind down of its operations, including sale of remaining assets and reduction in force, delisting from Nasdaq, and issuance of special cash dividend

Exhibit 99.1 LianBio Announces Completion of Strategic Review LianBio to commence the wind down of its operations, including sale of remaining assets and reduction in force, delisting from Nasdaq, and issuance of special cash dividend Shanghai and Princeton, NJ, February 13, 2024 – LianBio (Nasdaq: LIAN) (“LianBio” or the “Company”), a biotechnology company dedicated to bringing innovative medicin

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

LianBio Announces Departure of Chief Financial Officer

LianBio Announces Departure of Chief Financial Officer Shanghai and Princeton, N.J., December 20, 2023 - LianBio (Nasdaq: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced that Yi Larson, Chief Financial Officer has resigned from LianBio to pursue other opportunities, effective December 19, 2023. In connect

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

LianBio Announces Departure of Chief Executive Officer

LianBio Announces Departure of Chief Executive Officer Shanghai and Princeton, N.J., December 19, 2023 - LianBio (Nasdaq: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced that Yizhe Wang, Ph.D., Chief Executive Officer has resigned from LianBio to pursue other opportunities. In connection with his departur

LianBio’s Board of Directors Unanimously Determines not to Pursue Unsolicited Proposal from Concentra Biosciences

Exhibit 99.1 LianBio’s Board of Directors Unanimously Determines not to Pursue Unsolicited Proposal from Concentra Biosciences SHANGHAI, China and PRINCETON, N.J., Dec. 6, 2023 - LianBio (NASDAQ: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced that its Board of Directors (the “Board”) unanimously determin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

LianBio Confirms Receipt of Unsolicited Proposal from Concentra Biosciences

Exhibit 99.1 LianBio Confirms Receipt of Unsolicited Proposal from Concentra Biosciences SHANGHAI, China and PRINCETON, N.J., Dec. 1, 2023 - The Board of Directors (the “Board”) of LianBio (NASDAQ: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today confirmed that Concentra Biosciences, LLC (“Concentra”), of which Tang

US53000N1081 / LIANBIO / TANG CAPITAL PARTNERS LP Activist Investment

SC 13D 1 r1129232sc13d.htm SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the securities exchange act of 1934 (amendment no. )* LianBio (Name of Issuer) Ordinary Shares, par value $0.000017100448 per share (Title of Class of Securities) 53000N108** (CUSIP Number) Kevin Tang 4747 Executive Drive, Suite 210 San Diego, CA 92121 (Name, Address and Telephone Number of Person

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

LianBio Reports Third Quarter 2023 Financial Results and Provides Corporate Update •Entered into agreement with Bristol Myers Squibb for mavacamten in China and other Asian markets •Phase 3 data from EXPLORER-CN trial of mavacamten presented in an or

LianBio Reports Third Quarter 2023 Financial Results and Provides Corporate Update •Entered into agreement with Bristol Myers Squibb for mavacamten in China and other Asian markets •Phase 3 data from EXPLORER-CN trial of mavacamten presented in an oral late-breaking science session at the European Society of Cardiology Congress 2023 with simultaneous publication in JAMA Cardiology •Topline data announced from Phase 3 trial of TP-03 in Chinese Demodex blepharitis patients •Cash, cash equivalents and marketable securities of $252.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Supplemental Agreement for nHCM, dated as of August 11, 2023, by and between MyoKardia, Inc., LianBio, LianBio Licensing, LLC, Lian Cardiovascular Limited, and Shanghai LianBio Development Co., Ltd.

Exhibit 10.1 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 SUPPLEMENTAL AGREEMENT FOR NHCM THIS SUPPLEMENTAL AGREEMENT FOR NHCM (this “nHCM Supplemental Agreement”), dated as of August 11, 2023 (the “nHCM Supplemental Agreement Effective Date”), i

US53000N1081 / LIANBIO / TANG CAPITAL PARTNERS LP Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, $0.000017100448 par value per share, of LianBio and further agree to the filing of this agreement as an exhibit thereto.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated balance sheet and statements of operations and comprehensive loss are based upon the historical consolidated financial statements of LianBio (the “Company”).

LianBio Announces Topline Results from Phase 3 LIBRA Trial of TP-03 in Chinese Patients with Demodex Blepharitis

LianBio Announces Topline Results from Phase 3 LIBRA Trial of TP-03 in Chinese Patients with Demodex Blepharitis Shanghai and Princeton, NJ, October 30, 2023 – LianBio (Nasdaq: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced topline results from the Phase 3 LIBRA clinical trial evaluating TP-03 in Chinese patients with Demodex blepharitis.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numb

LianBio Reports Second Quarter 2023 Financial Results and Provides Corporate Update •Mavacamten New Drug Application (NDA) under priority review with China National Medical Products Administration (NMPA) •Phase 3 EXPLORER-CN trial of mavacamten in Ch

LianBio Reports Second Quarter 2023 Financial Results and Provides Corporate Update •Mavacamten New Drug Application (NDA) under priority review with China National Medical Products Administration (NMPA) •Phase 3 EXPLORER-CN trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) met primary endpoint •Data from EXPLORER-CN trial to be presented in an oral late-breaking science session at European Society of Cardiology Congress 2023 •Cash, cash equivalents and marketable securities of $267.

* * *

July 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Kevin Vaughn Jimmy McNamara Joe McCann Re: LianBio Form 10-K for Fiscal Year Ended December 31, 2022 Filed March 28, 2023 File No. 001-40947 Ladies and Gentlemen: LianBio (the “Company”, “we”, “our” or “us”) is s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number)

LianBio Reports First Quarter 2023 Financial Results and Provides Corporate Update • Phase 3 trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) met primary endpoint •China National Medical Products

LianBio Reports First Quarter 2023 Financial Results and Provides Corporate Update • Phase 3 trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) met primary endpoint •China National Medical Products Administration (NMPA) accepted mavacamten New Drug Application (NDA) with priority review •Mavacamten commercial launch preparations continue in China, supported by the promotion of Pascal Qian to Chief Commercial Official •Cash, cash equivalents and marketable securities of $286.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number)

EXPLORER-CN Topline Data Results and Mavacamten China Commercial Opportunity Call May 1, 2023 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. The words “expect,” “believe,” “continue

EXPLORER-CN Topline Data Results and Mavacamten China Commercial Opportunity Call May 1, 2023 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio.

Opinion of Zhong Lun Law Firm regarding certain People’s Republic of China law matters

Exhibit 99.1 上海市浦东新区世纪大道 8 号国金中心二期 6/10/11/16/17 层，邮编 200120 6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China电话/Tel：+86 21 6061 3666 传真/Fax：+86 21 6061 3555 网址：www.zhonglun.com LEGAL OPINION To LianBio 103 Carnegie Center Drive Suite 309, Princeton, New Jersey 08540 the United States April 26, 2023 Dear Sirs: 1. We are lawyers qualified in the People’s Repub

LIANBIO 103 Carnegie Center Drive, Suite 309 Princeton, NJ 08540

LIANBIO 103 Carnegie Center Drive, Suite 309 Princeton, NJ 08540 April 26, 2023 VIA EDGAR U.

As filed with the Securities and Exchange Commission on April 26, 2023

As filed with the Securities and Exchange Commission on April 26, 2023 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numbe

LianBio Announces Positive Topline Results from Phase 3 EXPLORER-CN Trial Evaluating Mavacamten in Chinese Patients •Mavacamten met the primary endpoint for the treatment of Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy •M

LianBio Announces Positive Topline Results from Phase 3 EXPLORER-CN Trial Evaluating Mavacamten in Chinese Patients •Mavacamten met the primary endpoint for the treatment of Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy •Mavacamten demonstrated a safety profile consistent with previous studies •If approved, mavacamten is expected to be the first cardiac myosin inhibitor approved in China for the treatment of oHCM •LianBio to host a live virtual analyst and investor event to review EXPLORER-CN topline data and the China market opportunity for mavacamten on Monday, May 1 at 8:00 a.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numbe

LianBio Announces China National Medical Products Administration (NMPA) Acceptance with Priority Review of New Drug Application for Mavacamten for the Treatment of Patients with Obstructive Hypertrophic Cardiomyopathy

LianBio Announces China National Medical Products Administration (NMPA) Acceptance with Priority Review of New Drug Application for Mavacamten for the Treatment of Patients with Obstructive Hypertrophic Cardiomyopathy Shanghai and Princeton, NJ, April 21, 2023 – LianBio (Nasdaq: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced that China’s National Medical Products Administration (NMPA) has accepted with priority review the New Drug Application (NDA) for mavacamten for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) in adults.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

103 Carnegie Center Drive, Suite 309 Princeton, New Jersey 08540 NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS To Be Held On June 21, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

As filed with the Securities and Exchange Commission on March 28, 2023

As filed with the Securities and Exchange Commission on March 28, 2023 Registration No.

Description of Securities

Exhibit 4.15 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our share capital is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our fifth amended and restated memorandum and articles of association (“our articles”), which is incorporated by reference as an

First Amendment to License and Collaboration Agreement, dated as of February 28, 2023 by and between LianBio Respiratory Limited and Landos BioPharma, Inc.

Exhibit 10.52 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FIRST AMENDMENT TO LICENSE AND COLLABORATION AGREEMENT THIS FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT (this “Amendment”) is made as of February 28, 2023 (the “Amendment Effectiv

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) LianBio (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(4) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee(4) Equity Ordinary shares, par value $0.

License and Collaboration Agreement, dated as of February 28, 2023, by and between LianBio Development (HK) Limited and NImmune Biopharma, Inc.

Execution Version Exhibit 10.53 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LICENSE AND COLLABORATION AGREEMENT THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of February 28, 2023 (the “Effective Date”), is entered into by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

As filed with the Securities and Exchange Commission on March 28, 2023

As filed with the Securities and Exchange Commission on March 28, 2023 Registration No.

ement, dated as of December 13, 2022, by and between LianBio and Debra Yu

Exhibit 10.51 December 12, 2022 Debra Yu [***] Dear Debra: This letter (this “Agreement”) confirms the terms of your engagement to provide consulting services to LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”). 1.Services. Effective as of January 1, 2023, you will provide certain consulting services to the Company. Such consulting services will include,

Commercialization Agreement, dated as of December 16, 2022, by and among LianBio Development (HK) Limited, LianBio Respiratory Limited, ReViral Ltd. and Pfizer Inc.

Exhibit 10.49 Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL COMMERCIALIZATION AGREEMENT WITH RESPECT TO SISUNATOVIR BY AND BETWEEN LIANBIO DEVELOPMENT (HK) LIMITED LIANBIO RESPIRATORY LIMITED REVIRAL LTD AND PFIZER INC. TABLE OF CONTENT

Employment Contract and Addendum to Employment Contract, dated as of March 14, 2023, by and between Shanghai LianBio Development Co., Ltd., and Yi Larson

Exhibit 10.47 Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 劳 动 合 同 Employment Contract 签订日期：2023年3月14日 Execution Date: March 14, 2023 本合同由以下双方签订： THIS CONTRACT is entered into by and between 上海联拓生物科技有限公司，注册地址为：中国（上海）自由贸易试验区芳春路400号1幢3层，

- 2 -

March 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Joe McCann Re: LianBio Amendment No. 1 to Registration Statement on Form S-3 Filed December 9, 2022 File No. 333-268317 Ladies and Gentlemen: On behalf of LianBio (the “Company”), and pursuant to the applicable

Amendment No. 1 to the License, Development and Commercialization Agreement, dated as of March 16, 2023, by and between Nanobiotix S.A. and Lian Oncology Limited

Exhibit 10.54 Execution Version AMENDMENT NO. 1 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 1 to the License, Development and Commercialization Agreement (this “Amendment No. 1”) is entered into on March 16, 2023, by and between Nanobiotix S.A., a French société anonyme having its registered office located at 60 Rue de Wattignies, 75012, Paris, France, registered und

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization LianBio Development (Cayman) Limited Cayman Islands LianBio, LLC Delaware Lian Cardiovascular Cayman Islands LianBio Development (HK) Limited Hong Kong LianBio Licensing, LLC Delaware Lian Oncology Limited Hong Kong Lian Cardiovascular Limited Hong Kong LianBio Respiratory Limited Hong Kong LianBio Ophthalmo

Separation Agreement, dated as of December 13, 2022, by and between LianBio and Debra Yu

Exhibit 10.50 December 9, 2022 Via PDF Email ([***]) Debra Yu [***] Dear Debra: As we discussed, LianBio, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), has accepted your resignation and your employment with the Company shall terminate, effective as of January 1, 2023 (the “Resignation Date”). The purpose of this letter (the “Agreement”) is to c

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numbe

LianBio Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update Phase 3 trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) ongoing, with data expected mid-year 202

LianBio Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update Phase 3 trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) ongoing, with data expected mid-year 2023 Phase 3 registrational trial of TP-03 in Chinese patients with Demodex blepharitis ongoing, with data expected in the fourth quarter of 2023 Entered into commercial agreement with Pfizer, with Pfizer opting into LianBio rights to RSV therapeutic candidate sisunatovir in LianBio territories Cash, cash equivalents and marketable securities of $302.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numbe

US53000N1081 / LIANBIO / Venrock Healthcare Capital Partners II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236635d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* LianBio (Name of Issuer) Ordinary Shares, par value $0.000017100448 per share (Title of Class of Securities) 53000N108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Che

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

Pfizer Opts In to LianBio Rights to Respiratory Syncytial Virus Therapeutic Candidate Sisunatovir in Mainland China, Hong Kong, Macau, and Singapore

EX-99.1 2 pfizeroptsintolianbioright.htm EX-99.1 Pfizer Opts In to LianBio Rights to Respiratory Syncytial Virus Therapeutic Candidate Sisunatovir in Mainland China, Hong Kong, Macau, and Singapore •Pfizer will now lead all development and commercialization activities in Mainland China, Hong Kong, Macau, and Singapore •LianBio will receive a $20 million upfront payment, to be released from previou

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

LianBio Announces President and Chief Strategy Officer Departure

LianBio Announces President and Chief Strategy Officer Departure Shanghai and Princeton, N.

Securities and Exchange Commission - 2 - December 9, 2022

CORRESP 1 filename1.htm December 9, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Joe McCann Re: LianBio Registration Statement on Form S-3 Filed November 10, 2022 File No. 333-268317 Ladies and Gentlemen: On behalf of LianBio (the “Company”), and pursuant to the app

As filed with the Securities and Exchange Commission on December 9, 2022

As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.

US53000N1081 / LIANBIO / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* LianBio (Name of Issuer) Ordinary shares, par value $0.00001710448 per share (Title of Class of Securities) 53000N108 (CUSIP Number) November 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Opinion of Zhong Lun Law Firm regarding certain People’s Republic of China law matters

Exhibit 99.1 Legal Opinion To LianBio 103 Carnegie Center Drive Suite 215, Princeton, New Jersey, the United States November 10, 2022 Dear Sirs: 1. We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined in Section 4 below). For the purpose of this legal opinion (this “Opinion”), the PRC does not include the Hong Kong S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Filing Fee Table

EX-FILING FEES 2 exhibit107-filingfeetable.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) LianBio (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregat

LianBio Reports Third Quarter 2022 Financial Results and Provides Corporate Update

EX-99.1 2 q32022earningspressrelease.htm EX-99.1 LianBio Reports Third Quarter 2022 Financial Results and Provides Corporate Update •Enrollment completed in registrational Phase 3 EXPLORER-CN trial of mavacamten, with data expected mid-2023 •Mavacamten patient education and physician awareness activities underway in China with inclusion in HCM treatment guidelines, disease awareness campaign launc

As filed with the Securities and Exchange Commission on November 10, 2022

As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Nu

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

LIANBIO November 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forw

EX-99.2 3 november2022lianbiocorpo.htm EX-99.2 LIANBIO November 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements are not statements of historical fact nor are they guarantees or assurances of f

Amendment No. 1 to License and Collaboration Agreement, dated as of September 26, 2022, by and among LianBio Inflammatory Limited and Lyra Therapeutics, Inc.

EX-10.1 2 exhibit101-amendmentno1tol.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT This FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT (this

Form of Indenture

EX-4.20 3 exhibit420-formofindenture.htm EX-4.20 Exhibit 4.20 LIANBIO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS. 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 5 1.3. RULES OF CONSTRUCTION. 6 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES. 6

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

LianBio Reports Second Quarter 2022 Financial Results and Provides Corporate Update •Completed enrollment in China Phase 3 trial of mavacamten; topline data expected mid-2023 • Submitted mavacamten New Drug Application (NDA) in Singapore • Submitted

EX-99.1 2 q22022earningspressrelease.htm EX-99.1 LianBio Reports Second Quarter 2022 Financial Results and Provides Corporate Update •Completed enrollment in China Phase 3 trial of mavacamten; topline data expected mid-2023 • Submitted mavacamten New Drug Application (NDA) in Singapore • Submitted infigratinib NDA in Hong Kong •Three additional registration-enabling programs to begin in China by y

LIANBIO August 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forwar

LIANBIO August 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number)

LianBio Reports First Quarter 2022 Financial Results and Provides Corporate Update • LianBio’s partner, Bristol Myers Squibb, has received U.S. FDA approval of mavacamten for the treatment of patients with obstructive hypertrophic cardiomyopathy (oHC

EX-99.1 2 q12022earningspressrelease1.htm EX-99.1 LianBio Reports First Quarter 2022 Financial Results and Provides Corporate Update • LianBio’s partner, Bristol Myers Squibb, has received U.S. FDA approval of mavacamten for the treatment of patients with obstructive hypertrophic cardiomyopathy (oHCM) •Registrational Phase 3 EXPLORER-CN clinical trial of mavacamten in Chinese patients with symptom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Executive Employment Agreement, dated as of September 30, 2021, by and among LianBio, LLC and Yi Larson

Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2021 by and between LianBio, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America (the “Company”), and Yi Larson, an American citizen whose passport number is (the “Employee”).

LIANBIO May 12, 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forwa

EX-99.2 3 may2022lianbiocorporated.htm EX-99.2 LIANBIO May 12, 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements are not statements of historical fact nor are they guarantees or assurances of fu

Explanatory Note

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES

DEFA14A 1 lian2022amendedproxyadditi.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

103 Carnegie Center Drive, Suite 309 Princeton, New Jersey 08540 NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS To Be Held On June 8, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number

LianBio Appoints Wei Wei Chen to Board of Directors

LianBio Appoints Wei Wei Chen to Board of Directors Shanghai and Princeton, NJ, ? April 7, 2022 ? LianBio (Nasdaq: LIAN), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced the appointment of Wei Wei Chen to the company?s Board of Directors.

Amended and Restated Executive Employment Agreement, dated as of September 14, 2021, by and among LianBio, LLC and Yizhe Wang

Exhibit 10.37 Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of September 14, 2021 by and between LianBio, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America (the ?US?) (the ?Company?), and Yizhe Wang, an Americ

Assignment and Assumption Agreement related to Pfizer Agreement, dated December 15, 2021, by and among LianBio and LianBio Development (HK) Limited

Exhibit 10.20 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Agreement?) is made on December 15, 2021 (the ?Effective Date?) by and among LianBio, an exempted company organized and existing under the laws of the Cayman Islands (?LianBio?) and LianBio Development (HK) Limited, a limited liability company organized under the laws of the Hong Kong Special Administ

Form of Performance Based Share Option Agreement

Exhibit 10.44 Name: Number of Shares subject to the Share Option: Exercise Price Per Share: $ Date of Grant: LIANBIO 2021 EQUITY INCENTIVE PLAN PERFORMANCE-BASED NON-STATUTORY SHARE OPTION AGREEMENT This agreement (this “Agreement”) evidences a performance-based share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) to the individual nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Form of Performance Based Restricted Share Unit Agreement

EX-10.42 7 exhibit1042-formofperforma.htm EX-10.42 Exhibit 10.42 Name: [] Number of PSUs: [] Date of Grant: [] LIANBIO 2021 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This agreement (this “Agreement”) evidences a grant (the “Award”) of performance-based Restricted Share Units granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), to

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) LianBio (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(4) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee(4) Equity Ordinary shares, par value $0.

Second Amendment to the Exclusive License Agreement, dated December 14, 2021, by and between Lian Oncology Limited, LianBio Licensing, LLC, Lian Oncology and QED Therapeutics, Inc. (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No. 011-40947), filed with the Securities and Exchange Commission on March 31, 2022)

Exhibit 10.12 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 This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of December 14, 2021 (the “Amendment Effec

Exhibit 4.15

Exhibit 4.15 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our share capital is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our fifth amended and restated memorandum and articles of association (?our articles?), which is incorporated by reference as an

Form of Non-Performance Based Share Option Agreement (Employees)

Exhibit 10.43 Name: Number of Shares subject to the Share Option: Exercise Price Per Share: $ Date of Grant: Vesting Commencement Date LianBio 2021 Equity Incentive Plan Non-Statutory Share Option Agreement This agreement (this “Agreement”) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) to the individual named above (

As filed with the Securities and Exchange Commission on March 31, 2022

As filed with the Securities and Exchange Commission on March 31, 2022 Registration No.

Form of Non-Performance Based Restricted Share Unit Agreement

Exhibit 10.41 Name: [] Number of Restricted Share Units: [] Date of Grant: [] Vesting Commencement Date: [] LIANBIO 2021 EQUITY INCENTIVE PLAN Restricted Share Unit Agreement This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Share Units (“RSUs”) by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), to the individual named abov

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization LianBio Development (Cayman) Limited Cayman Islands LianBio, LLC Delaware Lian Oncology Cayman Islands Lian Cardiovascular Cayman Islands LianBio Respiratory Cayman Islands LianBio Ophthalmology Cayman Islands LianBio Inflammatory Cayman Islands LianBio Development (HK) Limited Hong Kong LianBio Licensing, L

LianBio Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Corporate Update Phase 3 registrational trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) ongoing Mavacamten grante

EX-99.1 2 q42021earningspressrelease.htm EX-99.1 LianBio Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Corporate Update Phase 3 registrational trial of mavacamten in Chinese patients with symptomatic obstructive hypertrophic cardiomyopathy (oHCM) ongoing Mavacamten granted breakthrough therapy designation in China for the treatment of patients with oHCM Infigratinib appr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Numbe

LIANBIO March 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward

LIANBIO March 2022 1 2 Disclaimer The information herein contains statements about future expectations, plans and prospects for LianBio.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40947 LianBio (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 d273962d10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

LianBio Provides Corporate Update and Reports Third Quarter 2021 Financial Results

EX-99.1 2 d455505dex991.htm EX-99.1 Exhibit 99.1 LianBio Provides Corporate Update and Reports Third Quarter 2021 Financial Results • Initiated and completed dosing in pharmacokinetic (PK) study of mavacamten in healthy Chinese volunteers • Initiated Phase 2a clinical trial of infigratinib in Chinese patients with gastric cancer and other advanced solid tumors • Strengthened leadership team with a

RA CAPITAL MANAGEMENT, L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LianBio (Name of Issuer) Ordinary shares, par value $0.00001710448 per share (Title of Class of Securities) 53000N108 (CUSIP Number) November 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

JOINT FILING AGREEMENT

EX-99.1 2 d236735dex991.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 193

PERCEPTIVE ADVISORS LLC - SCHEDULE 13D

Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* LianBio (Name of Issuer) Ordinary shares, $0.000017100448 par value per share (Title of Class of Securities) 53000N 108 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Tel

Venrock Healthcare Capital Partners II, L.P. - SC 13G

SC 13G 1 tm2132308d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* LianBio (Name of Issuer) Ordinary Shares, par value $0.000017100448 per share (Title of Class of Securities) 53000N108 (CUSIP Number) October 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporation) (Commission File Num

Lease Contract for Office Building of Corporate Avenue dated November 4, 2021, by and between Shanghai Xingqiao Real Estate Co., Ltd. and Shanghai LianBio Development Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40947), filed with the Securities and Exchange Commission on November 10, 2021)

EX-10.1 2 d248600dex101.htm EX-10.1 Exhibit 10.1 Lease Contract for Office Building of Corporate Avenue (Contract No.: 126-L-KW-2021099) Date: This Contract is entered into on November 4, 2021. Parties to this Contract: Lessor: Shanghai Xingqiao Real Estate Co., Ltd. (hereinafter referred to as the “Lessor”) Lessee: Shanghai LianBio Development Co., Ltd. (hereinafter referred to as the “Lessee”) T

Fifth Amended and Restated Memorandum and Articles of Association of LianBio (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40947), filed with the Securities and Exchange Commission on November 3, 2021)

EX-3.1 2 d116576dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIANBIO (adopted by Special Resolution passed on October 14, 2021 and effective immediately upon completion of the Company’s initial public offering of shares represented by American Depositary Shares) Register

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d116576d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 001-40947 98-1594670 (State or other jurisdiction of incorporat

As filed with the Securities and Exchange Commission on November 3, 2021

S-8 1 d127718ds8.htm S-8 As filed with the Securities and Exchange Commission on November 3, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIANBIO (Exact name of registrant as specified in its charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organiz

20,312,500 American Depositary Shares

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-259978 20,312,500 American Depositary Shares Representing 20,312,500 Ordinary Shares LianBio We are offering 20,312,500 American depositary shares (“ADSs”). Each ADS represents one Ordinary Share, par value $0.000017100448 per share. This is the initial public offering in the United States of LianBio, a Cayman Islands exempted

As filed with the Securities and Exchange Commission on October 28, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 28, 2021.

As filed with the Securities and Exchange Commission on October 26, 2021.

Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 26, 2021.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 pre-effective amendment no. 1 to fORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Exact name of issuer of de

F-6/A 1 e621027f6a-lianbio.htm As filed with the Securities and Exchange Commission on October 26, 2021 Registration No. 333 – 260162 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 pre-effective amendment no. 1 to fORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS LianBio (Exact name of issuer of depo

DEPOSIT AGREEMENT by and among CITIBANK, N.A., as Depositary, ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [·], 2021 TABLE OF CONTENTS

Exhibit (a) DEPOSIT AGREEMENT by and among lianbio and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [?], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 1 Section 1.4 ?American Depositary

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM October 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill / Celeste Murphy – Legal Christine Wong / Mary Mast – Accounting Re: LianBio Amendment No. 2 to Registration Stateme

GOLDMAN SACHS & Co. LLC 200 West Street New York, New York 10282

GOLDMAN SACHS & Co. LLC 200 West Street New York, New York 10282 BOFA SECURITIES, INC. 1111 Avenue of the Americas New York, New York 10036 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 October 25, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4546 Washington, D.C. 20549 Attn: Ms. Lauren Hamill Ms. Christine Wong Ms. Mary Mast

LIANBIO 103 Carnegie Center Drive, Suite 215 Princeton, NJ 08540

LIANBIO 103 Carnegie Center Drive, Suite 215 Princeton, NJ 08540 October 25, 2021 VIA EDGAR U.

As filed with the Securities and Exchange Commission on October 20, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021.

Form of Warrant to Purchase Ordinary Shares, dated October 18, 2021, issued by LianBio to Tarsus (incorporated by reference to Exhibit 4.11 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 20, 2021)

EX-4.11 5 d168979dex411.htm EX-4.11 Exhibit 4.11 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGIS

Form of Underwriting Agreement.

EX-1.1 2 d168979dex11.htm EX-1.1 Exhibit 1.1 LianBio [•] American Depositary Shares Representing [•] Ordinary Shares, par value $0.0001 per share Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC Jefferies LLC BofA Securities, Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York

Option Agreement, dated October 18, 2021, by and among LianBio, LianBio Ophthalmology and Tarsus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 20, 2021)

EX-4.12 6 d168979dex412.htm EX-4.12 Exhibit 4.12 Execution Version OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made as of October 18, 2021, (the “Effective Date”) by and among LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), LianBio Ophthalmology, an exempted company organized under the laws of the Cayman Islands and a wholly-owned subsi

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 LianBio (Exact name of registrant as specified in its charter) Cayman Islands 98-1594670 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 103 Ca

Opinion of Zhong Lun Law Firm regarding certain People’s Republic of China tax matters (included in Exhibit 99.1).

Exhibit 99.1 LEGAL OPINION To: LianBio 103 Carnegie Center Drive Suite 215, Princeton, New Jersey, the United States October 20, 2021 Dear Sir/Madam: 1. We are lawyers qualified in the People?s Republic of China (the ?PRC?) and are qualified to issue opinions on the PRC Laws (as defined in Section 4). For the purpose of this legal opinion (this ?Opinion?), the PRC does not include the Hong Kong Sp

Specimen Certificate evidencing the Ordinary Shares (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 20, 2021)

Exhibit 4.4 LianBio Number Ordinary Shares [ ] —[ ]— Incorporated under the laws of the Cayman Islands Share capital is $50,000.00 divided into 2,859,432,812 Shares of US$0.000017100448 par value each THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Ordinary Shares in the above-named Company subject to the Fifth Amended and Restated Memorandum and Articles of Association thereof. EXECUT

Warrant to Purchase Ordinary Shares, dated October 18, 2021 issued by LianBio to QED (incorporated by reference to Exhibit 4.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 20, 2021)

EX-4.14 8 d168979dex414.htm EX-4.14 Exhibit 4.14 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGIS

Form of Fifth Amended and Restated Memorandum and Articles of Association of LianBio, to be effective upon consummation of this offering.

Exhibit 3.2 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIANBIO (adopted by Special Resolution passed on October 14, 2021 and effective immediately upon completion of the Company’s initial public offering of shares represented by American Depositary Shares) Registered Office: c/o International Corp

LianBio Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 8, 2021)

Exhibit 10.40 LIANBIO NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of the initial public offering (the “IPO”) of the American depository shares representing the ordinary shares of LianBio (the “Company”), each individual who provides services to the Company as a member of the Board of Directors (the “Board”), other than any director who is employed by the Company or one of its subsidiari

Joinder Agreements to Second Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 4.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 20, 2021)

EX-4.13 7 d168979dex413.htm EX-4.13 Exhibit 4.13 Execution Version JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made 26th day of March, 2021 BETWEEN (1) LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”); and (2) AEG 2021 Trust, whose trustee and benef

Exhibit (d)

EX-99.(D) 3 e620996ex99-d.htm Exhibit (d) October 8, 2021 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpos

As filed with the Securities and Exchange Commission on October 8, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 8, 2021.

Form of Non-Statutory Share Option Agreement (Employees).

Exhibit 10.37 Name: Number of Shares subject to the Share Option: Exercise Price Per Share: $ Date of Grant: Vesting Commencement Date LIANBIO 2021 EQUITY INCENTIVE PLAN NON-STATUTORY SHARE OPTION AGREEMENT This agreement (this ?Agreement?) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the ?Company?) to the individual named above (

DEPOSIT AGREEMENT by and among CITIBANK, N.A., as Depositary, ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [·], 2021 TABLE OF CONTENTS

EX-99.(A) 2 e620996ex99-a.htm Exhibit (a) DEPOSIT AGREEMENT by and among lianbio and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [·], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Sec

Powers of attorney of Susan Silbermann and Jesse Wu.

EX-24.2 Exhibit 24.2 Power of Attorney Each individual whose signature appears below constitutes and appoints Yizhe Wang and Yi Larson, and each of them, his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Regi

Form of Non-Statutory Share Option Agreement (Non-Employee Directors).

Exhibit 10.36 Name: Number of Shares subject to the Share Option: Exercise Price Per Share: $ Date of Grant: Vesting Commencement Date LIANBIO 2021 EQUITY INCENTIVE PLAN NON-STATUTORY SHARE OPTION AGREEMENT – NON-EMPLOYEE DIRECTORS This agreement (this “Agreement”) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) to the

LianBio 2021 Cash Incentive Plan, to be in effect upon completion of this offering.

EX-10.39 Exhibit 10.39 LIANBIO 2021 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant of cash-based incentive Awards. 3. ADMINISTRATION The Plan will be administe

Director Nomination Agreement, dated October 8, 2021, by and among LianBio and Perceptive Life Sciences Master Fund, Ltd., LEV LB Holdings, LP, Perceptive Xontogeny Venture Fund, LP and C2 Life Sciences LLC (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 8, 2021)

EX-4.10 3 d168979dex410.htm EX-4.10 Exhibit 4.10 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2021, by and among LianBio, a Cayman Islands exempted company (the “Company”), Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company, LEV LB Holdings, LP, a limited partnership formed in the State of D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Exact name of issuer of deposited securities as specified i

F-6 1 e620996f6-lianbio.htm As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. 333 – SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS LianBio (Exact name of issuer of deposited securities as specified in its charter

Form of Deposit Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 8, 2021)

EX-4.1 2 d168979dex41.htm EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT by and among LIANBIO and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1

Form of Restricted Share Unit Agreement (Employees).

Exhibit 10.38 Name: [] Number of Restricted Share Units: [] Date of Grant: [] Vesting Commencement Date: [] LIANBIO 2021 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Share Units (“RSUs”) by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), to the individual named abov

* * *

CORRESP 1 filename1.htm ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM October 8, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill / Celeste Murphy – Legal Christine Wong / Mary Mast – Accounting Re: LianBio Amendment No. 3

LianBio 2021 Equity Incentive Plan, to be in effect upon completion of this offering.

EXHIBIT 10.35 LIANBIO 2021 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Awards consisting of, or based on, Shares. 3. ADMINISTRATI

Bracketed and Highlighted Information Subject to Confidential Treatment Request

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM Thomas J. Danielski 617-235-4961 [email protected] Submitted pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83 FOIA Confidential Treatment Request The entity requesting confidential treatment is LianBio 103 Carnegie Center Drive, Suite 215 Princeton, NJ 08540 Atten

Novation Agreement, dated October 11, 2020, by and among LianBio, LianBio Licensing LLC and QED Therapeutics, Inc.

Exhibit 10.7 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 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 o

Information Rights Letter of BridgeBio Pharma LLC, dated October 16, 2019, by and between the Company and BridgeBio Pharma LLC (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 1, 2021)

EX-4.5 4 d168979dex45.htm EX-4.5 Exhibit 4.5 Execution Version LIANBIO October 16, 2019 BridgeBio Pharma LLC 421 Kipling St. Palo Alto, CA 94301 Re: LianBio Information Rights Ladies and Gentlemen: This letter agreement (this “Agreement”) will confirm our agreement that, in connection with and effective as of the issuance to BridgeBio Pharma LLC, a Delaware limited liability company (“BridgeBio”),

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among LianBio Licensing, LLC, Lian Oncology and LianBio relating to the Exclusive License Agreement, dated October 16, 2019, by and between LianBio and QED Therapeutics, Inc., as subsequently amended (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.25 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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 Delaw

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among LianBio Licensing, LLC, Lian Cardviovascular, and LianBio relating to the Exclusive License Agreement, dated August 10, 2020, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc., as subsequently amended (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.23 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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 Delawa

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among Lian Oncology, Lian Oncology Limited and LianBio relating to the Exclusive License Agreement, dated August 9, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc., as subsequently amended (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.28 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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”)

Separation Agreement, dated as of February 24, 2021, by and between LianBio and Bing Li.

EX-10.31 Exhibit 10.31 Execution Version February 24, 2021 Via PDF Email Bing Li Dear Bing: 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, y

Equity Holders Agreement, dated August 10, 2020, by and among LianBio, Lian Cardiovascular and MyoKardia, Inc. (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 1, 2021)

EX-4.7 6 d168979dex47.htm EX-4.7 Exhibit 4.7 Execution Version EQUITY HOLDERS’ AGREEMENT 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 Island

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization LianBio Development (Cayman) Limited Cayman Islands LianBio, LLC Delaware Lian Oncology Cayman Islands Lian Cardiovascular Cayman Islands LianBio Respiratory Cayman Islands LianBio Ophthalmology Cayman Islands LianBio Inflammatory Cayman Islands LianBio Development (HK) Limited Hong Kong LianBio Licensing, L

Exclusive License Agreement, dated October 16, 2019, by and between LianBio and QED Therapeutics, Inc.

Exhibit 10.5 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 THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of October 16, 2019 (the “Effective Date”), is entered into by and between LianBio, a corpo

Exclusivity Agreement, dated October 16, 2019, by and between LianBio and BridgeBio Pharma LLC.

EX-10.4 12 d168979dex104.htm EX-10.4 Exhibit 10.4 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 THIS EXCLUSIVITY AGREEMENT (this “Agreement”) is entered into on October 16, 2019 (the “Effective Date”), by and among: 1. LianBi

LianBio 2019 Equity Incentive Plan.

Exhibit 10.34 Final Form LianBio 2019 EQUITY INCENTIVE PLAN ARTICLE I. PURPOSE. The purpose of the Plan is to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

EX-10.21 29 d168979dex1021.htm EX-10.21 Exhibit 10.21 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 202 , by and among LianBio, a company organized under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”). RECITALS The Company and Indemnitee recognize that highly competent persons have become more reluctant to serve corporations as dire

Strategic Collaboration Agreement, dated November 17, 2020, by and between LianBio and Pfizer Inc.

EX-10.12 Exhibit 10.12 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 LIANBIO AND PFIZER INC. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 OPTED-IN PRODUCTS 8 2.1 Product Sourcing 8 2.2 Opt-In

Third Amendment to the Exclusive License Agreement, dated December 17, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc.

Exhibit 10.11 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 This THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of December 17, 2020 (the “Amendment Effecti

Second Amendment to the Exclusive License Agreement, dated September 28, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc.

Exhibit 10.10 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 This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 28, 2020 (the “Amendment Effe

Exclusive License Agreement, dated August 10, 2020, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc.

Exhibit 10.1 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 THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of August 10th, 2020 (the “Effective Date”), is entered into by and among LianBio, an exemp

Exclusive License Agreement, dated August 9, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc.

Exhibit 10.8 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 THIS EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?), entered into as of August 9, 2020 (the ?Effective Date?), is entered into by and between LianBio, a corpora

Development and License Agreement, dated March 26, 2021, by and between LianBio Ophthalmology Limited and Tarsus Pharmaceuticals, Inc.

Exhibit 10.13 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 This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) effective as of March 26, 2021 (“Effective Date”), is entered into by and between Tarsus Pharmaceuti

Co-Development and License Agreement, dated March 1, 2021, by and between LianBio Respiratory Limited and ReViral Ltd.

Exhibit 10.17 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 DATED MARCH 1, 2021 CO-DEVELOPMENT AND LICENSE AGREEMENT BETWEEN (1) REVIRAL LIMITED AND (2) LIANBIO RESPIRATORY LIMITED TABLE OF CONTENTS PAGE 1. DEFINITIONS AND INTERPRETATION. 3 2. LIC

Indemnification Agreement, dated October 28, 2020 by and among LianBio, Konstantin Poukalov and Perceptive Life Sciences Master Fund, Ltd., Perceptive Xontogeny Venture Fund, LP, and LEV LB Holdings, LP.

Exhibit 10.22 Execution Version INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into as of October 28, 2020, by and among (i) LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), (ii) Konstantin Poukalov (the “Director”), and (iii) Perceptive Life Sciences Master Fund, Ltd., Perceptive Xontogeny Venture Fund, LP, and LEV LB

Lian Cardiovascular Warrant to Purchase Ordinary Shares, dated August 10, 2020, issued by Lian Cardiovascular (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 4.9 Execution Version THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT U

Form of Warrant to Purchase Ordinary Shares, dated October 16, 2019, issued by Lian Oncology (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 1, 2021)

EX-4.8 7 d168979dex48.htm EX-4.8 Exhibit 4.8 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRAT

Fourth Amended and Restated Memorandum and Articles of Association of LianBio, as currently in effect.

Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIANBIO (adopted by a special resolution passed on September 29, 2021) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LIANBIO (adopted by a special resoluti

Amended and Restated Executive Employment Agreement, dated as of September 14, 2021, by and among LianBio, LianBio, LLC and Debra Yu, M.D. (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.32 Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 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

Second Amendment to the Exclusive License Agreement, dated January 4, 2021, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

EX-10.3 11 d168979dex103.htm EX-10.3 Exhibit 10.3 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 This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of Jan

Amendment No. 1 to Lease and Lease Agreement, dated as of July 1, 2021, between Carnegie 103 Associates, LLC and LianBio, LLC .(incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.29 AMENDMENT NO. 1 TO LEASE AND LEASE AGREEMENT 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

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among Lian Oncology, Lian Oncology Limited and LianBio relating to the Exclusive License Agreement, dated October 16, 2019, by and between LianBio and QED Therapeutics, Inc., as subsequently amended (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.26 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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”)

Supplemental Agreement II to Lease Contract of Kerry Parkside Office Building, dated as of August 31, 2020, by and between Shanghai Lianbio Development Co. Ltd. and Shanghai Pudong Kerry Parkside Real Estate Co., Ltd.

Exhibit 10.20 Supplemental Agreement II to Lease Contract of Kerry Parkside Office Building Party A: Shanghai Pudong Kerry Parkside Real Estate Co., Ltd. (上海浦东嘉里城房地产有限公司) Registered Address: Unit 305A, No. 1155 Fangdian Road, Pudong New District, Shanghai Party B: Shanghai LianBio Development Co., Ltd. (上海联拓生物科技有限公司) Registered Address: 3/F, Building No. 1, No. 400 Fangchun Road, China (Shanghai)

Powers of Attorney.

S-1 1 d168979ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on October 1, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LianBio (Exact name of registrant as specified in its charter) Cayman Islands 2834 98-1594670 (State or other jurisdicti

License and Collaboration Agreement, dated May 14, 2021, by and between LianBio Respiratory Limited and Landos BioPharma, Inc.

Exhibit 10.15 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 THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 14, 2021 (the “Effective Date”), is entered into by and between Lia

Lease and Lease Agreement, dated June 18, 2020, by and between LianBio dba Lian Pharma and Carnegie 103 Associates, LLC.

Exhibit 10.18 LEASE AND LEASE AGREEMENT Between Carnegie 103 Associates, LLC The Landlord And LianBio dba Lian Pharma The Tenant For Leased Premises In 103 Carnegie Center Princeton, New Jersey June 18, 2020 Prepared by: Gregory S. Ricciardi, Esq. Boston Properties 101 Carnegie Center, Suite 104 Princeton, New Jersey 08540 TABLE OF CONTENTS Page 1 Definitions 1 2 Lease of the Leased Premises 1 3 R

Amended and Restated Executive Employment Agreement, dated as of September 14, 2021, by and among LianBio, LianBio, LLC and Brianne Jahn (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

EX-10.33 41 d168979dex1033.htm EX-10.33 Exhibit 10.33 Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 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 compa

First Amendment to the Exclusive License Agreement, dated September 23, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc.

EX-10.9 17 d168979dex109.htm EX-10.9 Exhibit 10.9 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 23, 202

Amended and Restated Option Agreement, dated as of August 10, 2020, by and among LianBio and MyoKardia, Inc. and QED Therapeutics, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 (File No. 333-259978) filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 4.6 Execution Version AMENDED AND RESTATED OPTION AGREEMENT 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 perso

Second Amended and Restated Shareholders Agreement dated October 28, 2020, by and among LianBio and the investors party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

EX-4.3 3 d168979dex43.htm EX-4.3 Exhibit 4.3 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on October 28, 2020 (the “Effective Date”), by and among: 1. LianBio, an exempted company organized under the Laws of the Cayman Islands (the “Company”); 2. each Group Company listed on Schedule I hereto; 3. each

Amendment to the Exclusive License Agreement, dated September 26, 2020, by and between LianBio and QED Therapeutics, Inc.

Exhibit 10.6 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of 2020 (the “Amendment Effective Date”), is entered into

Executive Employment Agreement, dated as of September 26, 2019, by and between LianBio and Bing Li.

Exhibit 10.30 EXECUTIVE EMPLOYMENT AGREEMENT 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”). WHEREAS, the Company and the Executive desire to establish the te

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among Lian Cardviovascular, Lian Cardiovascular Limited and LianBio relating to the Exclusive License Agreement, dated August 10, 2020, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc., as subsequently amended (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

EX-10.24 32 d168979dex1024.htm EX-10.24 Exhibit 10.24 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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 th

Shanghai Municipality Lease Contract for Premises, dated December 23, 2019, by and between Shanghai LianBio Development Co. Ltd. and Shanghai Pudong Kerry Parkside Real Estate Co., Ltd.

Exhibit 10.19 Shanghai Municipality Lease Contract for Premises Formulated by: Shanghai Housing and Land Resources Administration Shanghai Administration for Industry and Commerce Printed on November 2000 SPECIAL NOTES 1. This Contract shall be applicable to the preleasing of commodity housing and the leasing of premises for which the rent is determined by negotiations based on the principle of ma

License and Collaboration Agreement, dated May 31, 2021, by and among LianBio Inflammatory Limited, LianBio and Lyra Therapeutics, Inc.

Exhibit 10.16 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 THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 31, 2021 (the “Effective Date”), is entered into by and among LianB

License, Development and Commercialization Agreement, dated May 11, 2021, by and between Nanobiotix S.A. and LianBio Oncology Limited.

EX-10.14 22 d168979dex1014.htm EX-10.14 Exhibit 10.14 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 BETWEEN NANOBIOTIX S.A. AND LIANBIO ONCOLOGY LIMITED TABLE OF CONTENTS Article 1 Definitions a

Amendment to the Exclusive License Agreement, dated October 8, 2020, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc.

Exhibit 10.2 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of October 8, 2020 (the “Amendment Effective Date”), is e

Contribution, Assignment and Assumption Agreement, dated as of September 28, 2021, by and among LianBio Licensing, LLC, Lian Oncology and LianBio relating to the Exclusive License Agreement, dated August 9, 2020, by and among LianBio, LianBio Licensing LLC and Navire Pharma, Inc., as subsequently amended (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-259978), filed with the Securities and Exchange Commission on October 1, 2021)

Exhibit 10.27 Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 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 Delawa

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM September 21, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill / Celeste Murphy – Legal Christine Wong / Mary Mast – Accounting Re: LianBio Amendment No. 2 to Draft Registration

As confidentially submitted to the Securities and Exchange Commission on September 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 21, 2021.

INDEMNIFICATION AGREEMENT

EX-10.22 3 filename3.htm Exhibit 10.22 Execution Version INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into as of October 28, 2020, by and among (i) LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), (ii) Konstantin Poukalov (the “Director”), and (iii) Perceptive Life Sciences Master Fund, Ltd., Perceptive Xontogeny Vent

INDEMNIFICATION AGREEMENT

EX-10.21 2 filename2.htm Exhibit 10.21 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 202 , by and among LianBio, a company organized under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”). RECITALS The Company and Indemnitee recognize that highly competent persons have become more reluctant to serve corporations as directors or in oth

As confidentially submitted to the Securities and Exchange Commission on September 1, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 1, 2021.

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM September 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill / Celeste Murphy – Legal Christine Wong / Mary Mast – Accounting Re: LianBio Amendment No. 1 to Draft Registration

LIAN CARDIOVASCULAR WARRANT TO PURCHASE ORDINARY SHARES

EX-4.9 6 filename6.htm Exhibit 4.9 Execution Version THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A R

Supplemental Agreement II to Lease Contract of Kerry Parkside Office Building Party A: Shanghai Pudong Kerry Parkside Real Estate Co., Ltd. (上海浦东嘉里城房地产有限公司) Registered Address: Unit 305A, No. 1155 Fangdian Road, Pudong New District, Shanghai Party B:

EX-10.20 9 filename9.htm Exhibit 10.20 Supplemental Agreement II to Lease Contract of Kerry Parkside Office Building Party A: Shanghai Pudong Kerry Parkside Real Estate Co., Ltd. (上海浦东嘉里城房地产有限公司) Registered Address: Unit 305A, No. 1155 Fangdian Road, Pudong New District, Shanghai Party B: Shanghai LianBio Development Co., Ltd. (上海联拓生物科技有限公司) Registered Address: 3/F, Building No. 1, No. 400 Fangchu

LEASE AND LEASE AGREEMENT Carnegie 103 Associates, LLC The Landlord LianBio dba Lian Pharma The Tenant For Leased Premises In 103 Carnegie Center Princeton, New Jersey June 18, 2020

EX-10.18 7 filename7.htm Exhibit 10.18 LEASE AND LEASE AGREEMENT Between Carnegie 103 Associates, LLC The Landlord And LianBio dba Lian Pharma The Tenant For Leased Premises In 103 Carnegie Center Princeton, New Jersey June 18, 2020 Prepared by: Gregory S. Ricciardi, Esq. Boston Properties 101 Carnegie Center, Suite 104 Princeton, New Jersey 08540 TABLE OF CONTENTS Page 1 Definitions 1 2 Lease of

Shanghai Municipality Lease Contract for Premises Formulated by: Shanghai Housing and Land Resources Administration Shanghai Administration for Industry and Commerce Printed on November 2000

EX-10.19 8 filename8.htm Exhibit 10.19 Shanghai Municipality Lease Contract for Premises Formulated by: Shanghai Housing and Land Resources Administration Shanghai Administration for Industry and Commerce Printed on November 2000 SPECIAL NOTES 1. This Contract shall be applicable to the preleasing of commodity housing and the leasing of premises for which the rent is determined by negotiations bas

LIAN ONCOLOGY FORM OF WARRANT TO PURCHASE ORDINARY SHARES

EX-4.8 5 filename5.htm Exhibit 4.8 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEM

EQUITY HOLDERS’ AGREEMENT

EX-4.7 4 filename4.htm Exhibit 4.7 Execution Version EQUITY HOLDERS’ AGREEMENT 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 wh

As confidentially submitted to the Securities and Exchange Commission on August 9, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 9, 2021.

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill / Celeste Murphy – Legal Christine Wong / Mary Mast – Accounting Re: LianBio Draft Registration Statement on Form S-1

[Signature Page Follows]

EX-4.5 2 filename2.htm Exhibit 4.5 Execution Version LIANBIO October 16, 2019 BridgeBio Pharma LLC 421 Kipling St. Palo Alto, CA 94301 Re: LianBio Information Rights Ladies and Gentlemen: This letter agreement (this “Agreement”) will confirm our agreement that, in connection with and effective as of the issuance to BridgeBio Pharma LLC, a Delaware limited liability company (“BridgeBio”), of 100,00

AMENDED AND RESTATED OPTION AGREEMENT

EX-4.6 3 filename3.htm Exhibit 4.6 Execution Version AMENDED AND RESTATED OPTION AGREEMENT 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

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

EX-10.10 13 filename13.htm Exhibit 10.10 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 This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 28

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

EX-10.13 16 filename16.htm Exhibit 10.13 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 This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) effective as of March 26, 2021 (“Effective Date”), is entered into by and

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EX-4.3 3 filename3.htm Exhibit 4.3 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on October 28, 2020 (the “Effective Date”), by and among: 1. LianBio, an exempted company organized under the Laws of the Cayman Islands (the “Company”); 2. each Group Company listed on Schedule I hereto; 3. each Ordinary S

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

EX-10.3 6 filename6.htm Exhibit 10.3 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 This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of January 4, 2021

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

Exhibit 10.1 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 THIS EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?), entered into as of August 10th, 2020 (the ?Effective Date?), is entered into by and among LianBio, an exemp

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 EXCLUSIVE LICENSE AGREEMENT

EX-10.8 11 filename11.htm Exhibit 10.8 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 THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of August 9, 2020 (the “Effective Date”), is entered into by and

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 DATED MARCH 1, 2021 CO-DEVELOPMENT AND LICENSE AGRE

EX-10.17 20 filename20.htm Exhibit 10.17 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 DATED MARCH 1, 2021 CO-DEVELOPMENT AND LICENSE AGREEMENT BETWEEN (1) REVIRAL LIMITED AND (2) LIANBIO RESPIRATORY LIMITED TABLE OF CONTENTS PAGE 1. DEFINITIONS A

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 PF

EX-10.12 15 filename15.htm Exhibit 10.12 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 LIANBIO AND PFIZER INC. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 OPTED-IN PRODUCTS 8 2.1 Product Sou

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

EX-10.11 14 filename14.htm Exhibit 10.11 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 This THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of December 17, 2

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

EX-10.5 8 filename8.htm Exhibit 10.5 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 THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), entered into as of October 16, 2019 (the “Effective Date”), is entered into by and

THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES (adopted by a special resolution passed on March 26, 2021)

EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIANBIO (adopted by a special resolution passed on March 26, 2021) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LIANBIO (adopted by a

As confidentially submitted to the Securities and Exchange Commission on June 25, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 25, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STA

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

EX-10.2 5 filename5.htm Exhibit 10.2 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of October 8, 2020 (the “Amendmen

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

EX-10.16 19 filename19.htm Exhibit 10.16 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 THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 31, 2021 (the “Effective Date”), is ente

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 EXCLUSIVITY AGREEMENT

EX-10.4 7 filename7.htm Exhibit 10.4 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 THIS EXCLUSIVITY AGREEMENT (this “Agreement”) is entered into on October 16, 2019 (the “Effective Date”), by and among: 1. LianBio, an exempte

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

Exhibit 10.15 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 THIS LICENSE AND COLLABORATION AGREEMENT (this ?Agreement?), entered into as of May 14, 2021 (the ?Effective Date?), is entered into by and between Lia

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 AGREEMEN

EX-10.14 17 filename17.htm Exhibit 10.14 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 BETWEEN NANOBIOTIX S.A. AND LIANBIO ONCOLOGY LIMITED TABLE OF CONTENTS Article 1 Definitions and Usage 1 Ar

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

Exhibit 10.6 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this ?Amendment?), entered into as of 2020 (the ?Amendment Effective Date?), is entered into

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

EX-10.7 10 filename10.htm Exhibit 10.7 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 THIS NOVATION AGREEMENT (this “Novation Agreement”) is made and entered into as of October 11, 2020 (the “Novation Effective Date”) by and amon

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

EX-10.9 12 filename12.htm Exhibit 10.9 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 This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 23, 2020 (the “Ame