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For the purposes of this definition, the terms “control” and “ Affiliate” means with respect to a Party any entity which (directly or indirectly) is controlled by, controls, or is under common control with, such Party. WHEREAS, ZAI is willing to develop, manufactureĪnd commercialize product(s) containing UCB3000 and funding all costs associated with all such activities.Ĭonsideration of the mutual covenants contained herein, and for other good and valuable consideration, the amount and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:Īs used in this Agreement, whether in the singular or plural, will have their respective meanings as set forth below: Rights to develop and commercialize the UCB3000 compound into commercial products and WHEREAS, ZAI is a company focused on the development of innovative drug candidates and is desirous of obtaining from UCB certain license WHEREAS, UCB owns certain intellectual property rights and know-how with respect to a proprietary compound known as “UCB3000” UCB and ZAI are each referred to herein individually as a “ Party” and collectively as the “ Parties.” This License Agreement (this “ Agreement”), dated as of September 17, 2015 (the “ Effectiveĭate”), is made by and between UCB Biopharma Sprl, a Belgian limited liability company (“ UCB”) and Zai Lab (Hong Kong) Limited, a corporation organized and existing under the laws of Hong Kong (“ ZAI”). Warranties Limitations of Liability IndemnificationĬontained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Ownership of Patents and Know-How/Technology Transfer

= Certain confidential information contained in this document, marked by brackets, has been omitted andįiled separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.