Due Formation. Buyer is a commercial bank duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia.

Due Formation, Power and Authority. Borrower # is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; # has the power and authority to own property and to carry on its business in every jurisdiction in which the nature of its business or its properties make such qualification necessary; # is in compliance in all material respects with all laws, regulations, ordinances and public authorities applicable to it, unless otherwise disclosed to and acknowledged by Lender in writing; and # has the full power and authority to consummate the transaction contemplated herein.

Due Formation and Good Standing. The Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

Formation. On or within thirty (30) days after the Effective Date, the Parties shall establish a joint steering committee (“Joint Steering Committee” or “JSC”) to oversee and manage the relationship between the parties solely with respect to the Product, and to serve as a forum for review and discussion of promotional and marketing activities with respect to the Product in the United States. Without limiting the foregoing or any other functions the Parties agree to assign to the Joint Steering Committee and the Joint Steering Committee shall perform the following, as applicable:

Formation. Within ​ days after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) to cooperate, coordinate, integrate and monitor the Development and Commercialization of the Products in the Field in the Territory under this Agreement. Each Party shall appoint ​ representatives (or such other equal number of representatives as agreed by the Parties in writing) to the JSC, each of whom shall be an officer or employee of the applicable Party having sufficient seniority within such Party to make decisions arising within the scope of the JSC’s responsibilities. Each Party may replace its JSC representatives upon written notice to the other Party; provided that the Parties shall use reasonable efforts not to make changes to such representatives during the first ​ months after establishment of the JSC. Upon the JSC’s establishment, a representative from Zai shall act as the chairperson of the JSC. Once a year, the role of chairperson shall rotate between the Parties. The chairperson shall not have any greater authority than any other representative of the JSC.

Formation. In accordance with Section 3.2(b)(v), the Parties shall establish a subcommittee to review and oversee the Development of the Product(s) in the Territory and to coordinate the Parties’ activities under this Agreement with respect to the Development of such Product(s) (the “JDC”) within ​ days after the establishment of the JSC by each Party appointing ​ representatives (or such other equal number of representatives as agreed by the Parties in writing) to the JDC, each of which shall have sufficient seniority and relevant expertise to make decisions within the scope of the JDC’s responsibilities. The JDC may change its size from time to time by mutual consent of the Parties; provided that the JDC shall consist at all times of an equal number of representatives of each Party. Each Party may at any time replace any one or more of its JDC representatives upon written notice to the other Party; provided that the Parties shall use reasonable efforts not to make changes to such representatives during the first ​ months after establishment of the JDC. A member of the JDC may also be a member of the JSC or any other subcommittee established by the JSC if so desired by the Party who appoints such member.

Formation. The Parties will establish a Joint Steering Committee (the “Joint Steering Committee” or “JSC”).

Formation. Within […​…] after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) that shall oversee the activities of the Parties under the Collaboration. The JSC shall be comprised of at least […​…] representatives from each Party. Each Party’s JSC representatives shall have appropriate technical credentials, experience, knowledge, and authority within such Party’s organization for service on the JSC in light of the functions, responsibilities and authority of the JSC. Each Party may replace any or all its representatives on the JSC with individual(s) of appropriate credentials, experience, knowledge and authority at any time upon written notice to the other Party. Additional representatives or consultants of a Party may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings; provided that such representatives and consultants are subject to written confidentiality and non-use obligations no less stringent than the requirements of ARTICLE VIII.

Formation. Within […​…] of the formation of the JSC, the Parties shall establish a subcommittee to manage the overall coordination, communication and oversight of the Parties’ activities with respect to the Patent Rights arising under this Agreement (the “Patent Subcommittee”). Each Party shall designate […​…] for the Patent Subcommittee, which representative may, but need not be, an employee of such Party. Each representative shall have the appropriate level of experience regarding patent prosecution, maintenance, enforcement, and defense of Patent Rights. Each Party may designate a substitute for its Patent Subcommittee representative if such Party’s designated representative is unable to be present at a meeting. From time to time each Party may replace its representative by written notice to the other Party specifying the prior representative and his or her replacement.

Formation. The Partnership was formed as a limited partnership pursuant to the Act for the purposes and upon the terms and conditions set forth in this Agreement.