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.
WHEREAS, the Parties entered into an Exclusive License Agreement, dated August 10th, 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 8th, 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 Licensees [***] draft of the Development Supply Agreement, which was in response to Companys [***] 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 [***].