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
THIS NOVATION AGREEMENT (this Novation Agreement) is made and entered into as of October 11, 2020 (the Novation Effective Date) by and among LianBio, a corporation organized and existing under the laws of the Cayman Islands (LianBio), LianBio Licensing LLC, a limited liability company organized and existing under the laws of Delaware and a wholly-owned subsidiary of LianBio (LBL), and QED Therapeutics, Inc. a Delaware corporation (QED). Each of LianBio, LBL and QED is referred to herein as a Party and, collectively, as the Parties.
WHEREAS, LianBio and QED entered into a certain Exclusive License Agreement dated October 16, 2019 and amended on September 26, 2020 (the License Agreement), attached hereto as Exhibit A, pursuant to which QED (as Company) has granted to LianBio (as Licensee) certain rights and licenses under intellectual property owned or controlled by QED to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory (each as defined in the License Agreement), all upon the terms and subject to the conditions set forth in the License Agreement;
WHEREAS, LianBio and QED each desire that LBL be substituted for LianBio under the License Agreement; and
WHEREAS, (A) LianBio desires to transfer by novation, and effect a novation of, the License Agreement to LBL such that LBL is substituted for LianBio as a party to the License Agreement in place of LianBio, LBL enjoys all rights, title, interest, liabilities, duties, and obligations of LianBio under and in respect of the License Agreement as if the original party thereto in place of LianBio, and LianBio is released from its performance, liabilities, duties, and obligations under the License Agreement, (B) LBL desires to accept and agree to such novation, and (C) QED desires to consent and agree to such novation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
|1. || |
Novation and Assumption.
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LianBio irrevocably novates and transfers to LBL all rights, title, interest, liabilities, duties, and obligations of LianBio under the License Agreement (the Novation).
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LBL hereby irrevocably accepts the Novation, agrees to be bound by the License Agreement in accordance with its terms as if LBL had at all times been a party to the License Agreement in place of LianBio, and assumes all liabilities, duties, and obligations, and acquires all rights, title, and interest, of LianBio under the License Agreement as if LBL had at all times been a party to the License Agreement in place of LianBio.
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LBL shall assume all liability for any breach, non-observance or failure by LianBio to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties.