Second Amendment to the Exclusive License Agreement, dated January 4, 2021, by and among LianBio, LianBio Licensing LLC and MyoKardia, Inc

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

INTRODUCTION

WHEREAS, the Parties entered into an Exclusive License Agreement, dated August 10^th, 2020 (the “Original License Agreement”) to Develop, have Manufactured, Commercialize, use, offer for sale, sell, have sold, and import the Licensed Products in the Field in the Territory;

WHEREAS, the Parties amended the Original License Agreement through an Amendment to the Exclusive License Agreement dated October 8^th, 2020 (the “First Amendment”, and together with the Original License Agreement, the “License Agreement”) to defer the due date for Company and Licensee to enter into the Development Supply Agreement to within [***] from the Effective Date, which is on or before [***];

WHEREAS, Company requires additional time to consider and respond to Licensee’s [***] draft of the Development Supply Agreement, which was in response to Company’s [***] draft of the Development Supply Agreement;

WHEREAS, pursuant to the License Agreement, Company and Licensee are to negotiate in good faith and enter into a Pharmacovigilance Agreement within [***] after the Effective Date, which is on or before [***];

WHEREAS, the Parties do not expect the Pharmacovigilance Agreement to be agreed on or before [***]; and

WHEREAS, the Parties wish to amend the License Agreement to further defer the due date for the entering of the Development Supply Agreement and the Pharmacovigilance Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

1.    Capitalized Terms. Capitalized terms used in this Amendment but not otherwise defined will have the meaning as defined in the License Agreement.

2.    Amendments. The Parties agree that (a) the due date for Company and Licensee to enter into the Development Supply Agreement shall be extended to [***], and (b) the due date for Company and Licensee to enter into the Pharmacovigilance Agreement shall be extended to [***].

3.    No Other Changes. All other original terms and conditions of the License Agreement, except as specifically amended herein, shall remain in full force and effect.

4.    Execution in Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which counterparts, when so executed and delivered, will be deemed to be an original, and all of which counterparts, taken together, will constitute one and the same instrument even if the Parties have not executed the same counterpart. Signatures provided by facsimile transmission or in Adobe^™ Portable Document Format (PDF) sent by electronic mail will be deemed to be original signatures.

2

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative under seal, in duplicate on the Amendment Effective Date.

SIGNATURE PAGE OF THE SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT