Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Your Rights. Except as otherwise provided herein and the Plan, You, as a recipient of an award of RSUs, shall have none of the rights of a stockholder, including, but not limited to, the right to receive cash dividends and the right to vote, until Shares are actually distributed to You.

Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of California having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

Without the consent of the Corporation, You will not terminate employment with the Corporation without giving 60 days prior notice to the Corporation, and during such sixty (60) day period You will assist the Corporation, as and to the extent reasonably requested by the Corporation, in training the successor to Your position with the Corporation. The provisions of this Section 4(i) shall not apply to any termination (voluntary or involuntary) of Your employment pursuant to Section 1(ii)(c) hereof.

Your Successors. The terms of this offer letter will inure to the benefit of and be enforceable by your personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of your death prior to the completion by the Company of all payments due hereunder, the Company shall continue such payments to any beneficiary designated in writing to the Company prior to your death (or to your estate, if you do not make such designation). This Agreement shall be binding upon you and your successors, permitted assigns, personal representatives, executors, administrators, heirs, distributees, devisees and legatees. Except to the extent contemplated under this Section 9, you may not assign this offer letter nor any of your rights or obligations under this offer letter, whether voluntarily, by operation of law or otherwise, without the prior written consent of the Company.

■Enforce Your Rights

Enforce Your Rights 7

Right to Enforce Licensed Patent Rights. As between the Parties, Denali shall have the first right, at its sole expense, to take action against any alleged infringer of, or in defense of any Third Party claim regarding the enforceability or validity of, or any interference, post grant review, inter partes review or other opposition (each an “Opposition”) filed against, any Patent within the Licensed Patent Rights. ​ shall have the right, but not the obligation, to participate in any Opposition at its sole expense. In the event that Denali declines within six (6) months of notification of such alleged infringement to either # take action against such alleged infringement (e.g., by settlement) or # initiate and thereafter maintain legal proceedings against the alleged infringer, ​ may, at its option, initiate such proceedings at its sole expense. Denali may not settle or consent to any judgment which affects the scope, validity or enforcement of any Licensed Patent Right without the express written consent of ​ (such consent not to be unreasonably withheld or delayed). Any recovery obtained by either Party as the result of such legal proceedings shall be allocated as follows: # first, as reimbursement of all otherwise unreimbursed legal fees and expenses incurred by either ​ or Denali in accordance with this [Section 6.1.2], and then # second, any amounts remaining will be ​.

Right to Enforce. Zai Lab shall have the sole right, but not obligation, to enforce and defend worldwide under its control, at its own expense, the Licensed Patents (subject to the terms and conditions of the License Agreement) and any Development Patents with respect to such infringement. Zai Lab shall have the sole right, but not obligation, to undertake and control any legal proceedings or other actions to so enforce and/or defend such Patent Rights worldwide. Zai Lab will do so at its own expense, and may undertake such proceedings and actions in the name of Zai Lab, as appropriate.

Anything in this Release to the contrary notwithstanding, this Release does not include a release of # your rights under the Employment Agreement or your right to enforce the Employment Agreement; # any rights you may have to indemnification or insurance under any agreement, law, Company organizational document or policy or otherwise; # any rights you may have to equity compensation or other compensation or benefits under the Company's equity, compensation or benefit plans; or # your right to enforce this Release.