EX-10.3





 Exhibit 10.3 

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 
 SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT 

This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of January 4, 2021 (the
“Amendment Effective Date”), is entered into by and among LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”), LianBio Licensing, LLC, a limited liability company organized and
existing under the laws of the State of Delaware and a wholly-owned subsidiary of LianBio (“Licensee”), and MyoKardia, Inc., a corporation organized and existing under the laws of the State of Delaware, United States
(“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 10th, 2020
(the “Original License Agreement”) to Develop, have Manufactured, Commercialize, use, offer for sale, sell, have sold, and import the Licensed Products in the Field in the Territory; 

WHEREAS, the Parties amended the Original License Agreement through an Amendment to the Exclusive License Agreement dated October 8th, 2020 (the “First Amendment”, and together with the Original License Agreement, the “License Agreement”) to defer the due date for Company and Licensee to enter
into the Development Supply Agreement to within [***] from the Effective Date, which is on or before [***]; 
 WHEREAS, Company requires
additional time to consider and respond to Licensee’s [***] draft of the Development Supply Agreement, which was in response to Company’s [***] draft of the Development Supply Agreement; 

WHEREAS, pursuant to the License Agreement, Company and Licensee are to negotiate in good faith and enter into a Pharmacovigilance Agreement
within [***] after the Effective Date, which is on or before [***]; 
 WHEREAS, the Parties do not expect the Pharmacovigilance Agreement to
be agreed on or before [***]; and 
 WHEREAS, the Parties wish to amend the License Agreement to further defer the due date for the entering
of the Development Supply Agreement and the Pharmacovigilance Agreement; 
 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.    Amendments. The Parties agree that (a) the due date for
Company and Licensee to enter into the Development Supply Agreement shall be extended to [***], and (b) the due date for Company and Licensee to enter into the Pharmacovigilance Agreement shall be extended to [***]. 












 3.    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. 

4.    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. 

  
 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. 
  

	
	MYOKARDIA, INC.
	
	     /s/ Rachel Kindt

	Name: Rachel Kindt
	Title: VP Portfolio Strategy
	
	LIANBIO LICENSING LLC
	
	     /s/ Bing Li

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

	Name: Bing Li
	Title: CEO


 SIGNATURE PAGE OF THE SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT