EX-10.9





 Exhibit 10.9 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 

BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY 

CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED 

AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT 

This AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of September 23, 2020 (the
“Amendment Effective Date”), is entered into by and among LianBio, a corporation organized and existing under the laws of the Cayman Islands (“LianBio”), LianBio Licensing LLC, a limited liability company organized
and existing under the laws of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and Navire Pharma, Inc. (formerly known as PTP Pharmaceuticals, Inc.), a Delaware corporation (“Company”). LianBio,
Licensee, and Company are each referred to herein individually as a “Party”, and collectively as the “Parties.” 

INTRODUCTION 

WHEREAS, the Parties entered into an Exclusive License Agreement, dated August 9th, 2020
(the “License Agreement”) for the Development, Manufacture, and Commercialization of Licensed Products in the Field in the Territory; 

WHEREAS, LianBio is undergoing a financing involving the sale of preferred shares of LianBio (the “Financing”); and 

WHEREAS, the Parties wish to amend the License Agreement to defer the due date of the upfront payment payable by Licensee to Company
thereunder until after the closing of the Financing; 
 NOW, THEREFORE, in consideration of the premises and the mutual promises and
conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows: 

1. Capitalized Terms. Capitalized terms used in this Amendment but not otherwise defined will have the meaning as defined in the License
Agreement. 
 2. Upfront Payment. Section 6.1(a) of the License Agreement is hereby amended and
replaced in its entirety as follows: 
 Upfront Payment. Subject to the terms and conditions of this Agreement, Licensee will pay
Company a non-refundable, non-creditable, and not subject to set-off payment in the amount of [***], which upfront payment will
be due and payable to Company upon the earlier to occur of (i) within [***] following the consummation of the [***] preferred equity financing of LianBio after the Effective Date, in a single transaction or series of related transactions, which
raises gross proceeds to LianBio of at least [***], and (ii) [***]. Licensee shall promptly notify Company of the occurrence of the consummation of [***] such financing. 

3. No Breach and No Late Payment Interest. For clarity, if licensee makes the upfront payment to Company in the amount and within the
time frame provided in Section 2 of this Amendment, Licensee shall be deemed to have timely fulfilled its obligations in relation to the upfront payment under the License Agreement, and Licensee will not be required to pay
any late payment interest on such upfront payment. 
  












 4. No Other Changes. All other original terms and conditions of the License
Agreement, except as specifically amended herein, shall remain in full force and effect. 
 5. Execution in Counterparts; Facsimile
Signatures. This Amendment may be executed in counterparts, each of which counterparts, when so executed and delivered, will be deemed to be an original, and all of which counterparts, taken together, will constitute one and the same instrument
even if the Parties have not executed the same counterpart. Signatures provided by facsimile transmission or in AdobeTM Portable Document Format (pdf) sent by electronic mail will be deemed to
be original signatures. 
 [Remainder of this page intentionally blank.] 

  
 2 













 IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized
representative under seal, in duplicate on the Amendment Effective Date. 
  

	
	NAVIRE PHARMA, INC.
	
	 /s/ Michael Henderson

	Name: Michael Henderson
	Title: CBO BBIO
	
	LIANBIO LICENSING LLC
	
	 /s/ Bing Li

	Name: Bing Li
	Title: CEO
	
	LIANBIO 
	
	 /s/ Bing Li

	Name: Bing Li
	Title: CEO


  

  
 SIGNATURE PAGE OF THE
AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT