AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of September 14, 2021 by and among (i) LianBio, an exempted company organized under the laws of the Cayman Islands (LianBio), (ii) LianBio, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America (the Company), and (iii) Brianne Jahn, an American citizen whose passport number is (the Employee).
WHEREAS, LianBio, the parent of the Company, and the Employee entered into an employment agreement on February 4, 2020 (the 2020 Agreement) under which LianBio employs the Employee as its US Head of Operations subject to the terms and conditions of the 2020 Agreement.
WHEREAS, LianBio and the Employee each desire that the Company be substituted for LianBio under the 2020 Agreement, and the Company and the Employee agree to amend and restate the 2020 Agreement by entering into this Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment. LianBio irrevocably assigns to the Company all rights and obligations of LianBio under the 2020 Agreement (the Assignment). The Company and the Employee hereby irrevocably accepts the Assignment, as if the Company had at all times been a party to the 2020 Agreement in place of LianBio.
2. Employment. The Company hereby agrees to employ the Employee and the Employee hereby accepts employment with the Company upon the terms and conditions hereinafter set forth.
3. Term. Subject to the provisions of Sections 9, 10, 11 and 12 hereof, the initial term of the Employees employment with the Company, which commenced as of February 4, 2020, shall end on January 1, 2024 (the Initial Term). Unless earlier terminated by the Company or the Employee in accordance with the terms and conditions set forth herein, the Employees employment by the Company hereunder shall automatically be renewed following the Initial Term for subsequent one (1) year periods (each, a Renewal Term) unless either party gives a notice of non-renewal to the other party not later than ninety (90) days prior to the expiration of such Initial Term or Renewal Term, as applicable (such notice, Non-Renewal Notice). Notwithstanding the foregoing, in the event of a Change in Control (as defined below) occurring during the Employment Period (as defined below), the then current Initial Term or Renewal Term, as applicable, will be converted to an indefinite term, meaning that (a) the Employee or the Company may terminate the Employees employment at any time pursuant to Sections 9, 10, 11 or 12 hereof, and (b) the terms hereof with respect to the renewal and/or non-renewal of the term of the Employees employment shall cease to apply. The term Employment Period shall mean the Initial Term and, if applicable, the Renewal Term or any shorter period resulting from any termination of service under Sections 9, 10, 11 and 12 hereof.
4. Location. The Employee will be initially based in the State of New Jersey, the US. For the avoidance of doubt, the Employee may need to travel to other locations as required by the Company or the board of directors of LianBio (the Board) from time to time, with the understanding that the Employee may be required to perform certain of her duties at the offices of the affiliates of the Company in Shanghai, the Peoples Republic of China (the PRC), Hong Kong and Singapore and shall spend certain time in such places every year as may be reasonably determined by the Board. The Employee hereby agrees to sign such other agreements or documents as may