Additional Provisions Regarding Committee Authority. Subject to the terms of the Plan and Applicable Law, the Committee shall have full authority in its discretion to take any action with respect to the Plan, including but not limited to the authority to # determine individuals who are selected to participate in the Plan; # construe and interpret the Plan, Participation Agreements, and any other instruments under the Plan and establish and interpret rules and regulations for administering the Plan; and # make all other determinations deemed necessary or advisable for administering the Plan. Any decision made, or action taken, by the Committee under the Plan shall be final, conclusive, and binding on ​, any Affiliates, any Participant, and any other person. The Committee’s authority to select Participants under the Plan shall not in any way restrict the authority of ​ to grant compensation to employees or other service providers under any other compensation plan, program, or arrangement of ​.

Additional Provisions Regarding Royalties. For purposes of determining Zai Lab’s royalty payment obligations under [Section 4.3], all Products ​ will be treated as the same Product. Royalties when owed or paid hereunder will be non-refundable and non-creditable and not subject to set-off. Notwithstanding the definition of Product, in the event that Zai Lab or its Affiliates sells Product ​ to a Third Party, the royalty obligations of this [Section 4.3] shall be applicable to such sales of ​ Product in the Territory.

Committee Authority. This Award shall be administered by the Committee, which shall adopt rules and regulations for carrying out the purposes of this Award and, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to the Administrator; provided, that, the determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Committee Authority. Subject to the Company’s Articles of Incorporation, Bylaws, and the provisions of this Plan, the Committee shall have full authority to grant Awards, including the following:

Additional Provisions. The Board of Directors may, in its sole discretion, include additional provisions in Restricted Stock Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase shares of Restricted Stock or shares of Common Stock acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Directors; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Additional Provisions. Effective for distributions of Excess Deferrals (as defined in Code Section 402(g)(2)(A)) for the Plan Year beginning ​, earnings attributable to Excess Deferrals will be determined by including the period that begins on the first day of the subsequent taxable year and ends on the date the distribution of Excess Deferrals occurs. The period between the end of the Participant’s taxable year and the date of distribution is the “gap period”, and any income or loss earned during the gap period will be allocated at the Committee’s discretion in a consistent manner to all Participants and to all corrective distributions for the taxable year. The income or loss allocable to a Participant’s Excess Deferrals will be the amount determined by one of the methods in [[subparagraph (1), (2) or (3)])])]])])] as follows:

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.

General Committee Authority. Each Committee has solely the powers expressly assigned to it in this [Article 4] and elsewhere in this Agreement. No Committee will have any power to amend, modify, or waive compliance with this Agreement. It is expressly understood and agreed that the control of decision-making authority by Unum or SGI, as applicable, pursuant to [Section 4.6], so as to resolve a disagreement or deadlock on a Committee for any matter will not authorize either Party to perform any function or exercise any decision-making right not delegated to a Committee or such Party, and that neither Unum nor SGI has any right to unilaterally modify or amend, or waive its own compliance with, the terms of this Agreement.

Authority of Committee. Except as provided by [Section 11] hereof, the Plan shall be administered by the Committee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to: # designate Participants; # determine the type or types of Awards to be granted to a Participant; # determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; # determine the timing, terms, and conditions of any Award; # accelerate the time at which all or any part of an Award may be settled or exercised; # determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; # determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; # interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; # subject to the provisions of [[Sections 6(B), 7(B) and 15(B)])])]] hereof, amend or modify the terms of any Award after grant; # establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan subject to the exclusive authority of the Board under [Section 15] hereunder to amend, suspend or terminate the Plan.