On December 22, 2023 (the "Closing Date"), LianBio Development (HK) Limited ("LianBio Development"), a subsidiary of LianBio, Janssen Pharmaceutica NV ("Janssen"), a Johnson & Johnson company, and, as applicable, LianBio reported to have entered into an Asset Purchase Agreement (the "APA"). LianBio Development and LianBio had previously entered into a License, Development and Commercialization Agreement, dated as of May 11, 2021, as amended by that certain Amendment No. 1 thereto dated March 16, 2023 (the "Lian LDCA") with Nanobiotix S.A. ("Nanobiotix"), pursuant to which Nanobiotix granted to LianBio Development certain rights and licenses to develop and commercialize NBTXR3, an investigational potential first-in-class radioenhancer, in Mainland China, Hong Kong, Taiwan, Macau, South Korea, Singapore and Thailand (Filing, 8-K, LianBio, DEC 22, 2023, View Source [SID1234638795]). Under the APA, LianBio Development and certain of its affiliates (the "Seller Entities") will sell to Janssen all of the Seller Entities’ rights, tile and interests in the products licensed to LianBio Development under the Lian LDCA (the "Licensed Products") along with certain related properties and assets, and Janssen will assume certain related liabilities, each effective as of the Closing Date. The transactions contemplated by the APA and related ancillary documents are hereinafter referred to as the "Transactions."

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Pursuant to the APA, LianBio Development will receive a one-time payment of $25 million. In addition, LianBio Development is eligible to receive a sales milestone payment of $5 million within 60 days after the end of the first calendar year in which the aggregate net sales of the Licensed Products in the People’s Republic of China exceed $20 million.

In addition, LianBio Development will perform certain transition activities to facilitate the transition of development of the Licensed Products and the related properties and assets, including the transfer of certain regulatory approvals, filings and studies as well as certain ongoing regulatory activities related to the Licensed Products and the related properties and assets during the transition period, as applicable. The transition activities are expected to be completed within six months following the Closing Date.

Concurrently with the execution of the APA, LianBio, LianBio Development, Nanobiotix and Janssen entered into a Novation Agreement, dated as of December 22, 2023, pursuant to which Nanobiotix acknowledged and consented to the Transactions, including the novation and assumption or termination of LianBio Development’s right, title and interest in the Lian LDCA and any other contracts which Janssen will assume to which Nanobiotix or any of its affiliates is a party.

The foregoing description of the APA is qualified in its entirety by reference to the full text of the APA, a copy of which LianBio expects to include as an exhibit to a future periodic report, to be filed with the U.S. Securities and Exchange Commission.