EX-10.11





 Exhibit 10.11 

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 
 THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT 

This THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of December 17, 2020 (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 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,
as amended by the Amendment to the Exclusive License Agreement dated September 23rd, 2020 and the Second Amendment to the Exclusive License Agreement dated September 28th, 2020 (together, the “License Agreement”) for the Development, Manufacture, and Commercialization of Licensed Products in the Field in the Territory; 

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 [***]; and 
 WHEREAS, the Parties wish to amend the License Agreement to defer
the due date for the entering of the Pharmacovigilance Agreement by the Parties thereunder; 
 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 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. 












 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
	
	LIANBIO LICENSING LLC
	
	     /s/ Konstantin Poukalov

	Name: Konstantin Poukalov
	Title: Director
	
	LIANBIO
	
	     /s/ Konstantin Poukalov

	Name: Konstantin Poukalov
	Title: Director


 SIGNATURE PAGE OF THE THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT