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 the laws of the Cayman Islands (Lian Cardiovascular), Lian Cardiovascular Limited, a private company limited by shares organized under the laws of Hong Kong (Lian Cardiovascular HK) and LianBio, an exempted company organized under the laws of the Cayman Islands (LianBio). Each of Lian Cardiovascular, Lian Cardiovascular HK and LianBio is referred to herein as a Party and, collectively, as the Parties.
WHEREAS, LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (LianBio Licensing), LianBio and MyoKardia, Inc. (MyoKardia) are parties to a certain Exclusive License Agreement dated August 10, 2020 (the License Agreement), attached hereto as Exhibit A, pursuant to which LianBio Licensing (as Licensee) acquired from MyoKardia (as Company) certain rights and licenses under certain intellectual property owned or controlled by MyoKardia 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 (the MyoKardia IP or Licensed Rights);
WHEREAS, LianBio Licensing, Lian Cardiovascular and LianBio are parties to a certain Contribution, Assignment and Assumption Agreement dated September , 2021 (the Assignment Agreement), attached hereto as Exhibit B, pursuant to which LianBio Licensing assigned and transferred the License Agreement to Lian Cardiovascular and Lian Cardiovascular accepted and agreed to such assignment, all upon the terms and subject to the conditions set forth in the Assignment Agreement;
WHEREAS, as a contribution by Lian Cardiovascular to Lian Cardiovascular HK in consideration for and in respect of Lian Cardiovasculars equity interests in Lian Cardiovascular HK, (A) Lian Cardiovascular desires to assign and transfer, and effect an assignment of, the License Agreement to Lian Cardiovascular HK, including all of Lian Cardiovasculars rights and obligations thereunder, such that Lian Cardiovascular HK assumes all of Lian Cardiovasculars rights and obligations thereunder as if the original party thereto in place of Lian Cardiovascular (as assignee of LianBio Licensing under the Assignment Agreement), (B) Lian Cardiovascular HK desires to accept and agree to such assignment, and (C) LianBio desires to consent and agree to such assignment; and
WHEREAS, Lian Cardiovascular intended for all of Lian Cardiovasculars rights and obligations under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement), including the Licensed Rights, to benefit Lian Cardiovascular HK, and that it was the intent of LianBio and Lian Cardiovascular that Lian Cardiovascular HK own the beneficial interests in the Licensed Rights.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
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Assignment and Assumption.