EX-10.38





 Exhibit 10.38 

 

			
	Name:	  	[_________]
	Number of Restricted Share Units:	  	[_________]
	Date of Grant:	  	[_________]
	Vesting Commencement Date:	  	[_________]

 LIANBIO 

2021 EQUITY INCENTIVE PLAN 

RESTRICTED SHARE UNIT AGREEMENT 

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. 

1. Grant of RSUs. On the date of grant set forth above (the “Date of Grant”), the Company granted to the Participant
the number of RSUs set forth above, giving the Participant the conditional right to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one Share with respect to each RSU
subject to this Award, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof. 

The RSUs are granted to the Participant in connection with the Participant’s Employment with the Company. 

2. Vesting. Unless earlier terminated, forfeited, relinquished or expired, the RSUs shall vest [    ]. 

3. Cessation of Service. If the Participant’s Employment ceases for any reason, except as expressly provided in a written
employment, change of control or severance-benefit agreement between the Participant and the Company or one of its affiliates that is in effect at the time of such cessation of Employment, the RSUs, to the extent not then vested, will be immediately
forfeited for no consideration. 
 4. Delivery of Shares. The Company shall, as soon as practicable upon the vesting of any RSUs (but
in no event later than thirty (30) days following the date on which such RSUs vest), effect delivery of the Shares with respect to such vested RSUs to the Participant (or, in the event the RSUs have passed to the estate or beneficiary of the
Participant or a permitted transferee, to such estate or beneficiary or permitted transferee). 












 5. Nontransferability. The RSUs may not be transferred except as expressly permitted
under Section 6(a)(3) of the Plan. 
 6. Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted,
the RSUs, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the RSUs, including the right to any Shares acquired in respect of the RSUs and any amounts received in
respect thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment policy of the Company. Nothing in the preceding
sentence will be construed as limiting the general application of Section 8 of this Agreement. 
 7. Taxes. The Participant
expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon settlement of the Award, are subject to the Participant promptly paying to the Company in cash or by check (or by such other
means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued in respect of the Award unless and until the Participant has remitted to the Company an amount in cash sufficient to
satisfy any withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. 
 8.
Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By
accepting, or being deemed to have accepted, the Award, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will
control. 
 9. Acknowledgements. The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more
counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature,
which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned
by the Participant. 
 [Signature page follows.] 

  
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 The Company, by its duly authorized officer, and the Participant have executed this
Agreement. 
  

			
	LIANBIO
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	Agreed and Accepted:
		
	By	 	 
		 	[Participant’s Name]

 Signature Page to Restricted Share Unit Agreement