Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. (i) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.22.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.32.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement, the Shareholders Agreement, and if applicable, the applicable Share Restriction Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.22.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.32.3, the Transferor shall have a period of sixty ninety (6090) days from the expiration of the Option Period such rights specified in which Section 2.2 to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Shareholders Agreement with respect to the Offered Shares, and the transfer Transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (ia) If the Company and the Investors do LianBio does not elect to exercise its right of first refusal to purchase all of the Offered Shares in accordance with Section 8.27.3, then, subject to the right of the Investors LianBio to exercise their rights to participate its Co-Sale Right in the sale of Offered Shares within the time periods specified in Section 8.37.4 (if applicable), the Transferor shall have a period of sixty ninety (6090) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice Proposed Transferee upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Lawslaws. The Parties agree that each such transfereeProposed Transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered SharesAgreement, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (ia) If the Company and the Investors do not elect to exercise its right of first refusal to purchase all of the Offered Shares in accordance with Section 8.29.3, then, subject to the right of the Investors to exercise their rights to participate its Co-Sale Right in the sale of Offered Shares within the time periods specified in Section 8.39.4 (if applicable), the Transferor shall have a period of sixty ninety (6090) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice Proposed Transferee upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transfereeProposed Transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered SharesAgreement, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If To the extent that the Company and the Investors do Preferred Shareholders have not elect exercised their rights to purchase all of the Offered Shares within the time periods specified in accordance with Section 8.2, then7.2, subject to the right of the Investors Preferred Shareholders to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.37.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period such rights specified in Section 7.2 in which to sell the remaining Offered Shares to the third party transferee Third Party Purchaser identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all any applicable securities Laws. The Parties agree that each such transfereethe Third Party Purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (ia) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.210.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.310.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee Transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered SharesTransferor, and the transfer Transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.2, then, subject to the right of the Investors to exercise their its rights to participate in the sale of Offered Shares within the time periods specified in Section 8.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If the Company and the Investors do not elect to purchase all of the Offered Shares in accordance with Section 8.22.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.32.3, the Transferor shall have a period of sixty ninety (6090) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Shareholders Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

Non-Exercise of Rights. (i) If the Company and the Investors ROFR Offerees do not elect to purchase all of the Offered Shares in accordance with Section 8.24.2, then, subject without prejudice to the right of the Investors Preferred Shareholders to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 8.34.3, the Transferor shall have a period of sixty one hundred and twenty (60120) days from the expiration of the Option Period in which to sell the remaining Offered Shares to the third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the transfer Transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.