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), Lian Oncology Limited, a private company limited by shares organized under the laws of Hong Kong (Lian Oncology HK) and LianBio, an exempted company organized under the laws of the Cayman Islands (LianBio). Each of Lian Oncology, Lian Oncology HK and LianBio is referred to herein as a Party and, collectively, as the Parties.
WHEREAS, QED Therapeutics, Inc. (QED) and LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (LianBio Licensing) (as novatee of LianBio pursuant to that certain Novation Agreement dated October 11, 2020 by and among LianBio, LianBio Licensing, and QED (the Novation Agreement), attached hereto as Exhibit A) are parties to a certain Exclusive License Agreement dated October 16, 2019 (the License Agreement), attached hereto as Exhibit B, pursuant to which LianBio Licensing (and LianBio, prior to the Novation Agreement) (as Licensee) acquired from QED (as Company) certain rights and licenses under certain 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 (the QED IP or Licensed Rights);
WHEREAS, LianBio Licensing, Lian Oncology and LianBio are parties to a certain Contribution, Assignment and Assumption Agreement dated September , 2021 (the Assignment Agreement), attached hereto as Exhibit C, pursuant to which LianBio Licensing assigned and transferred the License Agreement to Lian Oncology and Lian Oncology 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 Oncology to Lian Oncology HK in consideration for and in respect of Lian Oncologys equity interests in Lian Oncology HK, (A) Lian Oncology desires to assign and transfer, and effect an assignment of, the License Agreement to Lian Oncology HK, including all of Lian Oncologys rights and obligations thereunder, such that Lian Oncology HK assumes all of Lian Oncologys rights and obligations thereunder as if the original party thereto in place of Lian Oncology (and LianBio, prior to the Novation Agreement) (as assignee of LianBio Licensing under the Assignment Agreement), (B) Lian Oncology HK desires to accept and agree to such assignment, and (C) LianBio desires to consent and agree to such assignment; and
WHEREAS, Lian Oncology intended for all of Lian Oncologys rights and obligations under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement), including the Licensed Rights, to benefit Lian Oncology HK, and that it was the intent of LianBio and LianBio Oncology that Lian Oncology 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.