EX-4.13





 Exhibit 4.13 

Execution Version 

JOINDER AGREEMENT 
 TO

 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 

THIS JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made 26th
day of March, 2021 
 BETWEEN 
  

	(1)	 LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”);
and 


  

	(2)	 AEG 2021 Trust, whose trustee and beneficiary is Tom Anastasios Giannakakos (the “New
Shareholder”). 


 The Company and the New Shareholder shall be hereinafter collectively referred to as the
“Parties”. 
 WHEREAS: 
  

	(A)	 As of October 28, 2020, the Company and certain other parties identified therein entered into that certain
Second Amended and Restated Shareholders Agreement (the “Shareholders Agreement”), attached hereto as Exhibit A. 


  

	(B)	 The New Shareholder wishes to acquire an aggregate of 52,947 Series A Preferred Shares in the capital of the
Company to be issued by the Company in accordance with the terms and conditions of that certain Series A Preferred Share Subscription Agreement entered into by and between the Parties as of March 26, 2021 (the “SSA”) and has
agreed to enter into this Joinder Agreement to the Shareholders Agreement (this “Agreement”). 


  

	(C)	 The Company is entering into this Agreement on behalf of itself and as agent and trustee for all the existing
Shareholders of the Company. 


 NOW, THEREFORE, the Parties hereby agree as follows: 

 

	1.	 Interpretation. In this Agreement, except as the context may otherwise require, capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the Shareholders Agreement. 


  

	2.	 Covenant. The New Shareholder hereby covenants to the Company as agent and trustee for all other persons
who are at present or who may hereafter become bound by the Shareholders Agreement, and to the Company itself, to adhere to and be bound by all the duties, burdens and obligations imposed pursuant to the provisions of the Shareholders Agreement and
all documents expressed in writing to be supplemental or ancillary thereto effective as of the date of the Closing (as defined in the SSA). 


  

	3.	 Enforceability. Each existing Shareholder and the Company shall be entitled to enforce the Shareholders
Agreement against the New Shareholder, and the New Shareholder shall be entitled to all rights and benefits as an Investor under the Shareholders Agreement effective as of the date of the Closing. 



 

	4.	 Governing Law. This Agreement shall be governed by and construed under the Laws of the State of New
York, without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of New York. 















	5.	 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures (including PDF) shall be deemed to be originals for purposes of the
effectiveness of this Agreement. 


  

	6.	 Further Assurance. Each Party agrees to take all such further action as may be reasonably necessary to
give full effect to this Agreement on its terms and conditions. 


  

	7.	 Headings. The headings used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. 


 [The remainder of this page has been left intentionally blank] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 COMPANY: 

LianBio 
 an exempted company organized under the laws of
the Cayman Islands 
 by the signatory specified below, being a person who in accordance with the laws of that territory is acting under the authority of the
Company 
  

			
	By:	 	 /s/ Konstantin Poukalov

		 	Name: Konstantin Poukalov
		 	Title: Director
		
	Address:	 	 LianBio
 c/o Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay
 Grand Cayman, KY1-9009, Cayman Islands

		
	Attention:	 	Konstantin Poukalov


 [Signature Page to Joinder Agreement] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 NEW SHAREHOLDER: 

AEG 2021 Trust 
 whose trustee and beneficiary is Tom
Anastasios Giannakakos 
  

			
	By:	 	 /s/ Tom Anastasios Giannakakos

		 	Name: Tom Anastasios Giannakakos
		 	Title: Trustee and Beneficiary
		
	Address:	 	 405 El Camino Real, Suite 104
 Menlo Park, CA
94025

		
	Attention:	 	Tom Anastasios Giannakakos


 [Signature Page to Joinder Agreement] 












 EXHIBIT A 

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 












 JOINDER AGREEMENT 

TO 
 SECOND AMENDED AND
RESTATED SHAREHOLDERS AGREEMENT 
 THIS JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made on September 15th, 2021 
 BETWEEN 
  

	(1)	 LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”);
and 


  

	(2)	 Bing Li (the “Grantee”). 



The Company and the Grantee shall be hereinafter collectively referred to as the “Parties”. 

WHEREAS: 
  

	(A)	 As of October 28, 2020, the Company and certain other parties identified therein entered into that certain
Second Amended and Restated Shareholders Agreement (the “Shareholders Agreement”), attached hereto as Exhibit A. 


  

	(B)	 The Grantee elects to exercise his option to purchase an aggregate of 224,000 Ordinary Shares of the Company
(the “Shares”) to be issued by the Company in accordance with the terms and conditions of (i) the Company’s 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”), (ii) certain
Share Option Grant Notice by and between the Parties as of January 1, 2020, (iii) certain Non-Statutory Stock Option Agreement by and between the Parties as of December 17, 2020, and (iv) the
Separation Agreement by and between the Parties as of February 24, 2021, and has agreed to enter into this Joinder Agreement to the Shareholders Agreement (this “Agreement”). 



 

	(C)	 The Company is entering into this Agreement on behalf of itself and as agent and trustee for all the existing
Shareholders of the Company. 


 NOW, THEREFORE, the Parties hereby agree as follows: 

 

	1.	 Interpretation. In this Agreement, except as the context may otherwise require, capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the Shareholders Agreement. 


  

	2.	 Acknowledgment. The Grantee acknowledges that the Grantee is acquiring the Shares as an Ordinary
Shareholder under the Shareholders Agreement, upon the terms and subject to the conditions of the Shareholders Agreement, and that such Shares will be subject to the terms of the Agreement. 



 

	3.	 Covenant. The Grantee hereby covenants to the Company as agent and trustee for all other persons who are
at present or who may hereafter become bound by the Shareholders Agreement, and to the Company itself, to adhere to and be bound by all the duties, burdens and obligations imposed pursuant to the provisions of the Shareholders Agreement and all
documents expressed in writing to be supplemental or ancillary thereto as if the Grantee has been an original party to the Shareholders Agreement since the date thereof. 



 

	4.	 Enforceability. Each existing Shareholder and the Company shall be entitled to enforce the Shareholders
Agreement against the Grantee. 















	5.	 Governing Law. This Agreement shall be governed by and construed under the Laws of the State of New
York, without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of New York. 


  

	6.	 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures (including PDF) shall be deemed to be originals for purposes of the
effectiveness of this Agreement. 


  

	7.	 Further Assurance. Each Party agrees to take all such further action as may be reasonably necessary to
give full effect to this Agreement on its terms and conditions. 


  

	8.	 Headings. The headings used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. 


 [The remainder of this page has been left intentionally blank] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 COMPANY: 

LianBio 
 an exempted company organized under the laws of
the Cayman Islands 
 by the signatory specified below, being a person who in accordance with the laws of that territory is acting under the authority of the
Company 
  

			
	By:	 	 /s/ Yizhe Wang

		 	Name: Yizhe Wang
		 	Title: Director
		
	Address:	 	Harbour Place, 2nd Floor, 103 South Church Street, PO Box 472, George Town, Grand Cayman KY1-1106, Cayman Islands
		
	Attention:	 	Yizhe Wang


 [Signature Page to Joinder Agreement] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 GRANTEE: 
 Bing
Li 
  

			
	By:	 	 /s/ Bing Li

		
	Address:	 	
		
	Attention:	 	Bing Li


 [Signature Page to Joinder Agreement] 












 EXHIBIT A 

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 












 Execution Version 

JOINDER AGREEMENT 
 TO

 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 

THIS JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made on October 18, 2021 

BETWEEN 
  

	(1)	 LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”);
and 


  

	(2)	 Tarsus Pharmaceuticals, Inc., a Delaware corporation (“Tarsus”). 



The Company and Tarsus shall be hereinafter collectively referred to as the “Parties”. 

WHEREAS: 
  

	(A)	 As of October 28, 2020, the Company and certain other parties identified therein entered into that certain
Second Amended and Restated Shareholders Agreement (the “Shareholders Agreement”), attached hereto as Exhibit A. 


  

	(B)	 Pursuant to that certain Option Agreement dated October 18, 2021 by and between the Company and Tarsus
(the “Option Agreement”), Tarsus will acquire an aggregate of 78,373 Ordinary Shares of the Company (the “Shares”). 


  

	(C)	 The Company is entering into this Agreement on behalf of itself and as agent and trustee for all the existing
Shareholders of the Company. 


 NOW, THEREFORE, the Parties hereby agree as follows: 

 

	1.	 Interpretation. In this Agreement, except as the context may otherwise require, capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the Shareholders Agreement. 


  

	2.	 Acknowledgment. Tarsus acknowledges that Tarsus is acquiring the Shares as an Ordinary Shareholder under
the Shareholders Agreement, upon the terms and subject to the conditions of the Shareholders Agreement, and that such Shares will be subject to the terms of the Agreement. 



 

	3.	 Covenant. Tarsus hereby covenants to the Company as agent and trustee for all other persons who are at
present or who may hereafter become bound by the Shareholders Agreement, and to the Company itself, to adhere to and be bound by all the duties, burdens and obligations imposed pursuant to the provisions of the Shareholders Agreement and all
documents expressed in writing to be supplemental or ancillary thereto as if Tarsus has been an original party to the Shareholders Agreement since the date thereof. 



 

	4.	 Enforceability. Each existing Shareholder and the Company shall be entitled to enforce the Shareholders
Agreement against Tarsus. 


  

	5.	 Governing Law. This Agreement shall be governed by and construed under the Laws of the State of New
York, without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of New York. 















	6.	 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures (including PDF) shall be deemed to be originals for purposes of the
effectiveness of this Agreement. 


  

	7.	 Further Assurance. Each Party agrees to take all such further action as may be reasonably necessary to
give full effect to this Agreement on its terms and conditions. 


  

	8.	 Headings. The headings used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. 


 [The remainder of this page has been left intentionally blank] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 COMPANY: 

LianBio 
 an exempted company organized under the laws of
the Cayman Islands 
 by the signatory specified below, being a person who in accordance with the laws of that territory is acting under the authority of the
Company 
  

			
	By:	 	 /s/ Yizhe Wang

		 	Name: Yizhe Wang
		 	Title: Chief Executive Officer
		
	Address:	 	Harbour Place, 2nd Floor, 103 South Church Street, PO Box 472, George Town, Grand Cayman KY1-1106, Cayman Islands
		
	Attention:	 	Yizhe Wang


 [Signature Page to Joinder Agreement] 












 IN WITNESS whereof the Parties have executed and delivered this Agreement as a deed on the day and
year first hereinbefore mentioned. 
 Tarsus: 

Tarsus Pharmaceuticals, Inc. 
 a Delaware corporation 

by the signatory specified below, being a person who in accordance with the laws of that territory is acting under the authority of Tarsus 

 

			
	By:	 	 /s/ Bobak Azamian

		 	 Name: Bobak Azamian
 Title: Chief Executive
Officer

		
	Address:	 	 15440 Laguna Canyon Road, Ste 160
 Irvine, CA
92618

		
	Attention:	 	Bobak Azamian


 [Signature Page to Joinder Agreement] 












 EXHIBIT A 

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT