DEPOSIT AGREEMENT by and among LIANBIO and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•], 2021Deposit Agreement • October 8th, 2021 • LianBio • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of [•], 2021, by and among (i) LIANBIO, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
LIANBIO NON-STATUTORY SHARE OPTION AGREEMENT – NON-EMPLOYEE DIRECTORSNon-Statutory Share Option Agreement • October 8th, 2021 • LianBio • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the LianBio 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 8th, 2021 • LianBio • Pharmaceutical preparations • Hong Kong
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2021, by and among LianBio, a Cayman Islands exempted company (the “Company”), Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company, LEV LB Holdings, LP, a limited partnership formed in the State of Delaware, Perceptive Xontogency Venture Fund, LP, a limited partnership formed in the State of Delaware, and C2 Life Sciences LLC, a New York limited liability company (collectively, “Perceptive”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s proposed initial public offering (the “IPO”) of American depositary shares (“ADS”), representing its ordinary shares, par value $0.0001 per share (the “Ordinary Shares”).
LIANBIO RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • October 8th, 2021 • LianBio • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Share Units (“RSUs”) by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the LianBio 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
LIANBIO NON-STATUTORY SHARE OPTION AGREEMENTNon-Statutory Share Option Agreement • October 8th, 2021 • LianBio • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the LianBio 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
