ZAI LAB LIMITED 224,000 ORDINARY SHARES, PAR VALUE US$0.00006 PER SHARE Underwriting AgreementZai Lab LTD • April 21st, 2021 • Pharmaceutical preparations • New York
Zai Lab Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 224,000 ordinary shares, par value US$0.00006 per share (the “Ordinary Shares”), of the Company (the “Underwritten Shares”). The Underwritten Shares form part of the concurrent offering pursuant to the Prospectus (as defined below) of American Depositary Shares (“ADSs”), representing 4,776,000 Ordinary Shares (the “Underwritten ADSs”) and, at the option of the underwriters for the ADSs, up to an additional 716,400 ADSs, representing 716,400 Ordinary Shares (the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered ADSs”.
Underwriting AgreementUnderwriting Agreement • May 2nd, 2019 • Zai Lab LTD • Pharmaceutical preparations • New York
The Offered ADSs are to be issued pursuant to the deposit agreement (the “Deposit Agreement”), dated as of September 20, 2017, among the Company, Citibank, N.A. as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs. Each Offered ADS will initially represent the right to receive one (1) Ordinary Share deposited pursuant to the Deposit Agreement.
DEPOSIT AGREEMENT by and among ZAI LAB LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017Deposit Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2017, by and among (i) ZAI LAB LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is made as of , 201 , by and among Zai Lab Limited, a company organized under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Zai Lab LTD • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 1, 2022, by and between Zai Lab (US) LLC (the “Company”), and Joshua Smiley (the “Employee”).
LICENSE AGREEMENTLicense Agreement • May 10th, 2021 • Zai Lab LTD • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made as of January 10, 2021 (the “Effective Date”), by and between Turning Point Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“TPTX”), located at 10628 Science Center Drive, Suite 200, San Diego, California 92121, United States of America, and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). TPTX and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2020 • Zai Lab LTD • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 3, 2019 (the “Effective Date”), by and between Zai Lab (US) LLC (the “Company”), and Valeria Rosa Fantin (the “Employee”).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 23rd, 2019 • Zai Lab LTD • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made as of September 10th, 2018 (the “Effective Date”), by and between NovoCure Limited, a corporation organized and existing under the laws of Jersey (“NVCR”), having a registered address at Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey JE2 4UF, and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of P.R. of China (“Zai”), having a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210. NVCR and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made as of April 21, 2017 (the “Effective Date”), by and between Paratek Bermuda Ltd. a corporation organized and existing under the laws of Bermuda, located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, (“Paratek”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 1043 Halei Road, Building 8, Suite 502, Zhangjiang Hi-tech Park, Shanghai, PRC 201203 (“Zai”). Paratek and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
License Agreement by and between UCB BIOPHARMA SPRL and ZAI LAB (HONG KONG) LIMITED September 17, 2015License Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
[*] = Certain confidential information contained 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.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • April 30th, 2018 • Zai Lab LTD • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made as of December 19, 2017 (the “Effective Date”), by and between Five Prime Therapeutics, Inc., a Delaware corporation (“Five Prime”), having a place of business at 111 Oyster Point Boulevard, South San Francisco, California 94080, USA, and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of P.R. of China (“Zai”), having a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210. Five Prime and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENT between ARGENX BV and ZAI AUTO IMMUNE (HONG KONG) LIMITED Dated as of 6 January 2021Collaboration and License Agreement • May 10th, 2021 • Zai Lab LTD • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of 6 January 2021 (the “Effective Date”) by and between argenx BV, a private limited company organized under the laws of Belgium with its principal place of business at Industriepark Zwijnaarde 7, 9052 Zwijnaarde (Ghent), Belgium (“Licensor”), and Zai Auto Immune (Hong Kong) Limited, a Hong Kong company, with an address at Room 2301, 23F, Island Place Tower, 510 King’s Road, North Point, Hong Kong (“Licensee”) and, solely with respect to Section 15.16 Zai Lab Limited, a China company, with an address at 4F, Bldg 1, Jinchuang Plaza 4560 Jinke Rd Shanghai, China, 201210 (“Parent”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and ZAI LAB (HONG KONG) LIMITEDLicense Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT is made and entered into as of March 9, 2015 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a State of Delaware, USA corporation with a place of business at Route 206 & Province Line Road, Princeton, NJ 08543-4000 USA (“BMS”), and ZAI Lab (Hong Kong) Limited, , a corporation organized and existing under the laws of Hong Kong, having a registration number of 1899671 and having its principal office at 1000 Zhangheng Road, Bldg. 65, Zhangjiang Hi-tech Park, Pudong New Area, Shanghai, China 201203 (“ZAI”). BMS and ZAI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 9th, 2021 • Zai Lab LTD • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of May 28, 2021 (the “Effective Date”) by and among Mirati Therapeutics, Inc., a Delaware corporation, having a place of business at 3545 Cray Court, San Diego, CA 92121 USA (“Mirati”) and Zai Lab (Hong Kong) Limited, incorporated and registered in Hong Kong with the company number 1899671 whose registered office is at Room 2301, 23/F, Island Place Tower, 510 King’s Road, North Point, Hong Kong (“Licensee”). Mirati and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDED AND RESTATED FOUNDER EMPLOYMENT AGREEMENTFounder Employment Agreement • March 29th, 2019 • Zai Lab LTD • Pharmaceutical preparations • New York
THIS FOURTH AMENDED AND RESTATED FOUNDER EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 1, 2018 (the “Effective Date”), by and between Zai Lab Limited, a limited company incorporated under the laws of the Cayman Islands (the “Company”), and Samantha (Ying) Du, an individual (the “Founder”).
License and Transfer Agreement by and between GlaxoSmithKline (China) R&D Co., Ltd and Zai Lab (Shanghai) Co., Ltd. October 18, 2016Assignment and Assumption Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations
This License and Transfer Agreement (this “Agreement”), dated as of October 18, 2016 (the “Effective Date”), is made by and between GlaxoSmithKline (China) R&D Co., Ltd, a foreign invested enterprise duly established and validly existing under PRC law, whose registered office is at Building 3, 898 Halei Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC (“GSK”) and Zai Lab (Shanghai) Co., Ltd., a company duly organized and validly existing under PRC law, whose registered office is at 1043 Halei Road, Bldg 8, Suite 502, Zhangjiang Hi-Tech Park, Shanghai, PRC (“Zai Lab”). GSK and Zai Lab are each referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT between SANOFI and ZAI LAB (HONG KONG) LIMITED Dated as of July 22, 2015License Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into effective as of July 22, 2015 (the “Effective Date”) by and between Sanofi, a French corporation with a business principle address of 54 rue La Boétie, 75008 Paris, France (“Sanofi”) and Zai Lab (Hong Kong) Limited, a company duly incorporated under the laws of Hong Kong with a business principle address of Unit 1202, 12/F Ruttonjee HSE, 11 Duddell St Central, HK Hong Kong, China (“Licensee”). Sanofi and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ZAI LAB LIMITED RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • October 28th, 2022 • Zai Lab LTD • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Share Units granted by Zai Lab Limited (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the Zai Lab Limited 2022 Equity Incentive Plan (as amended from time to time, the “Plan”).
LICENSE AGREEMENTLicense Agreement • March 1st, 2021 • Zai Lab LTD • Pharmaceutical preparations
This License Agreement (this “Agreement”) is made as of December 24, 2020 (the “Effective Date”), by and between Cullinan Pearl Corp., a corporation organized and existing under the laws of Delaware (“Cullinan”), located at One Main Street, Suite 520, Cambridge, Massachusetts, United States of America, and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). Cullinan and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 9th, 2021 • Zai Lab LTD • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”), effective as of June 15, 2021 (the “Effective Date”), is entered into by and between MacroGenics, Inc., a Delaware corporation with a place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”), and Zai Lab US LLC, a limited liability company organized under the laws of the State of Delaware, the United States, with a place of business at 1440 O’Brien Drive, Suite C, Menlo Park, CA 94025 (“Zai”). MacroGenics and Zai may be referred to herein individually as a “Party” or collectively as the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into as of October 13, 2016 by and among GlaxoSmithKline (China) R&D Co., Ltd, whose registered office is at Building 3, 898 Halei Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC (“Former Licensee”), and Chengdu Bater Pharmaceutical Co., Ltd, which has its registered office at No. 52, Baihua East St., Wuhou District, Chengdu, Sichuan, China (“Licensor”), and Zai Lab (Shanghai) Co., Ltd. whose registered office is at 1043 Halei Road, Bldg 8, Suite 502, Zhangjiang High-Tech Park, Pudong New Area, Shanghai, China (“New Licensee”).
COLLABORATION AGREEMENTCollaboration Agreement • March 29th, 2019 • Zai Lab LTD • Pharmaceutical preparations
This Collaboration Agreement (“Agreement”), effective as of November 29, 2018 (the “Effective Date”), is entered into by and between MacroGenics, Inc., a Delaware corporation with a place of business at 9704 Medical Center Drive, Rockville, MD 20850 (“MacroGenics”), and Zai Lab (Shanghai) Co., Ltd., a P.R. of China company with a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210 (“Zai”). MacroGenics and Zai may be referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 1 TO LICENSE AGREEMENTTo License Agreement • May 10th, 2021 • Zai Lab LTD • Pharmaceutical preparations
This Amendment No. 1 to License Agreement (this “Amendment No. 1”) is made effective as of March 31 , 2021 (the “Amendment Effective Date”), by and between TURNING POINT THERAPEUTICS, INC., a corporation organized and existing under the laws of Delaware (“TPTX”) located at 10628 Science Center Drive, Suite 200, San Diego, California 92121, United States of America, and ZAI LAB (SHANGHAI) CO., LTD., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”).
Amendment to Collaboration, Development and License AgreementDevelopment and License Agreement • April 30th, 2018 • Zai Lab LTD • Pharmaceutical preparations • New York
THIS AMENDMENT TO COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Amendment”) is made and entered into as of February 26, 2018 by and among Tesaro, Inc., a Delaware corporation (“Tesaro Inc.”), Tesaro Development Ltd., a Bermuda corporation (“TSRO Ltd.” and together with Tesaro Inc., “Tesaro”), and Zai Lab (Shanghai) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Zai” and together with Tesaro, the “Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Letter Agreement • April 29th, 2020 • Zai Lab LTD • Pharmaceutical preparations
This letter agreement (this “Letter Agreement”) is made as of January 17th, 2020 (the “Effective Date”), by and between Deciphera Pharmaceuticals, LLC a limited liability company organized and existing under the laws of Delaware, U.S.A., located at 200 Smith Street, Waltham, MA 02451, U.S.A., (“Deciphera”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”) in connection with that certain License Agreement entered by and between Deciphera and Zai, dated as of June 10, 2019 (the “License Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the License Agreement. The purpose of this Letter Agreement is to clarify several operational matters contemplated by the License Agreement. In connection therewith, the undersigned hereby agrees and acknowledges as follows:
ZAI LAB (US) LLCEmployment Agreement • August 9th, 2021 • Zai Lab LTD • Pharmaceutical preparations
This letter agreement (the “Letter Amendment”) confirms the terms of your continued employment with Zai Lab (US) LLC, a Delaware limited liability company (the “Company”) and amends the Amended and Restated Employment Agreement between you and the Company, dated as of January 25, 2019 (the “Amended Employment Agreement”). This Letter Amendment shall be effective as of May 7, 2021 (the “Effective Date”). All capitalized terms used in this Letter Amendment shall have the meaning ascribed to them by the Amended Employment Agreement unless otherwise expressly provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2018 • Zai Lab LTD • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 6, 2018 (the “Effective Date”), by and between Zai Lab (US) LLC (the “Company”), and Yongjiang Hei (the “Employee”).
LICENSE AND COLLABORATION AGREEMENT by and between Blueprint Medicines Corporation and Zai Lab (Shanghai) Co., Ltd Dated as of November 8, 2021License and Collaboration Agreement • March 1st, 2022 • Zai Lab LTD • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of November 8, 2021 (the “Effective Date”) by and between Blueprint Medicines Corporation, a Delaware corporation (“Blueprint”), having a place of business at 45 Sidney Street, Cambridge MA 02139, USA, and Zai Lab (Shanghai) Co., Ltd, an exempted company organized and existing under the laws of P.R. of China (“Zai”), having a place of business at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210. Blueprint and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Zai Lab Limited 9,792,350 Shares (US$0.00006 par value per Share) INTERNATIONAL UNDERWRITING AGREEMENTStock Borrowing Agreement • September 21st, 2020 • Zai Lab LTD • Pharmaceutical preparations • New York
Zai Lab Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several International Underwriters set forth in Schedule I-B hereto (the “International Underwriters”) or to the purchasers procured by the International Underwriters ordinary shares of US$0.00006 par value per share to be listed on The Stock Exchange of Hong Kong Limited (the “SEHK”) and traded in Hong Kong dollars (the “Shares”). The Company proposes to initially issue and sell to the International Underwriters or to the purchasers procured by the International Underwriters an aggregate of 9,792,350 Shares (the “Firm Shares”). In addition, the Company proposes to grant to the International Underwriters the option to purchase from the Company up to 1,584,600 additional Shares (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively as the “International Offer Shares.” The offering and sale of the Inter
Electronic Commercial Draft Discounting Master Agreement Standard TermsZai Lab LTD • February 8th, 2024 • Pharmaceutical preparations
Upon the application of Party A, Party B agrees to cooperate with Party A on electronic commercial draft discounting. Both parties have reached an agreement on the following terms through full negotiation in accordance with the relevant provisions of the Negotiable Instruments Law of the People’s Republic of China, the Payment and Settlement Measures of the People’s Bank of China, and the Measures for the Administration of Electronic Commercial Draft Business, and hereby enter into this agreement.
Working Capital Loan Contract No.: M112023PK (ZGK) 60Zai Lab LTD • February 8th, 2024 • Pharmaceutical preparations
The borrower and lender have reached an agreement through equal consultation on the issuance of working capital loans by the lender to the borrower, and hereby enter into this contract.
Zai Lab (Shanghai) Co., Ltd. Employment Contract Supplementary AgreementZai Lab LTD • August 31st, 2018 • Pharmaceutical preparations
Whereas Party A and Party B have signed the written employment contract and entered into labor relationship (the “Employment Contract”) on July 1, 2017, now both parties intend to make some alterations on certain rights and obligations defined in the Employment Contract, according to “ Labor Law Of the People’s Republic of China “ and “Labor Contract Law of the People’s Republic of China” and other relevant laws, regulations and rules, under the condition that Party A has truthfully informed Party B the details of Employment Contract changes, Party A and Party B, based upon the principles of legitimacy, fairness, equality and voluntary, honesty and credibility, and consensus, have reached this Employment Contract Supplementary Agreement (“the Agreement”) by committing to jointly abide by all the items and conditions set forth herein:
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • March 1st, 2023 • Zai Lab LTD • Pharmaceutical preparations • California
This Severance Agreement and General Release (hereinafter “Agreement”) is made and voluntarily entered into between Alan Bart Sandler (“Employee”) and Zai Lab (US), LLC its affiliated companies, subsidiaries, agents, attorneys, successors, assigns, and representatives (hereinafter collectively, the “Company”). The Company and Employee are referred to herein individually as “Party” or collectively as the “Parties.”
license AGREEMENTLicense Agreement • April 29th, 2020 • Zai Lab LTD • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made as of June 10th, 2019 (the “Effective Date”), by and between Deciphera Pharmaceuticals, LLC a limited liability company organized and existing under the laws of Delaware, U.S.A., located at 500 Totten Pond Rd, Waltham, MA 02451, U.S.A., (“Deciphera”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). Deciphera and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTThird Amended and Restated Shareholders Agreement • August 15th, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on June 26, 2017 (the “Effective Date”), by and among
