Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States of America that may be imposed upon or related to Merck or Licensee from time to time by the government of the United States of America. Furthermore, Licensee agrees that it will not export, directly or indirectly, any technical information acquired from Merck under this Agreement or any products using such technical information to any country for which the United States government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States government when required by an applicable statute or regulation.

“Sanctions and Export Control Laws” means all U.S. and non-U.S. laws, statutes, measures, orders, and regulations relating to # economic or trade sanctions administered or enforced by the United States (including by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, and the U.S. Department of Commerce, or any other relevant Governmental Authority; and # export, import, deemed export, transfer, and retransfer controls, including the U.S. Export Administration Regulations and the U.S. Export Control Reform Act of 2018.

“Ex-Im Laws” means # the EAR, ITAR, and any other Laws related to export controls administered or enforced by an applicable Governmental Authority; and # import controls and customs Laws administered by U.S. Customs and Border Protection and any other applicable Governmental Authority.

Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that # transactions are executed in accordance with management’s general or specific authorizations; # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; # access to assets is permitted only in accordance with management’s general or specific authorization; and # the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus). Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date, and the “disclosure controls and procedures” are effective.

Quality Controls. Before WuXi ATU performs any Services, WuXi ATU shall ensure it has appropriate quality controls and SOPs in order to ensure that the Services are performed in compliance with the Work Order, the Quality Agreement, and where appropriate, shall ensure it has appropriate standard operating procedures which are in compliance with all Applicable Laws.

Internal Controls. The Company Group maintains a system of internal accounting controls that is in compliance with the Sarbanes-Oxley Act in all material respects and is sufficient to provide reasonable assurance that # transactions are executed in accordance with management’s general or specific authorization, # transactions are recorded as necessary to permit preparation of the Company Group’s financial statements in conformity with GAAP and to maintain accountability for assets, # access to assets is permitted only in accordance with management’s general or specific authorization, # the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and # the interactive data in eXtensible Business Reporting Language included in the Public Filings fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidelines applicable thereto. Since the date of the last audited financial statements of the Company Group included in the Public Filings, the Company Group is not aware of # any significant deficiency or material weakness in the design or operation of its internal controls over financial reporting which are reasonably likely to adversely affect the Company Group’s ability to record, process, summarize and report financial information to management and the Board, or # any fraud, whether or not material, that involves management or other employees who have a significant role in the Company Group’s internal control over financial reporting.

Internal Controls. The Committee shall evaluate and report to the Board regarding the adequacy of the Company’s financial controls. In particular, the Committee shall:

Export and Other Restrictions. This Agreement and obligations of the Parties hereunder are made subject to, and limited by, all applicable restrictions concerning the export of products, resources, materials or technologies from the People’s Republic of China (“PRC” or “China”, for the purpose of this Agreement excluding Hong Kong, Macau and Taiwan) which may be imposed upon or related to Zai Lab or GSK from time to time by the government of PRC. Zai Lab acknowledges and agrees that the Transferred Know-How, Licensed Patents and/or Inventory contains traditional Chinese medicine substance and technologies which have been disclosed to Zai Lab prior to the Effective Date, and GSK will deliver all such Inventory and conduct Technology Transfer to the extent within the territory of PRC to Zai Lab. Zai Lab shall be solely responsible for the risk of export restrictions (if any) to any Compounds, Products, Inventory, Transferred Know-How and Licensed Patents, as well as the application and/or registration in respect of export of such products, resources, materials or technologies.

Intercreditor Agreement Controls. For the avoidance of doubt in the event of any inconsistency between this [Section 10.6] and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern and control.

Internal Accounting Controls. The Company and the Bank have established and maintain a system of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and the Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other material Subsidiaries are being made only in accordance with authorizations of the Company’s management and board of directors, and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a Material Adverse Effect. The Company believes that such system of internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year there has not been and there currently is not to the knowledge of the Company # any significant deficiency or material weakness in the design or operation of its internal control over financial reporting which is reasonably likely to adversely affect its ability to record, process, summarize and report financial information that would result in a material misstatement of the Company’s financial statements, or # any fraud that involves management or other employees who have a significant role in the Company’s or the Bank’s internal control over financial reporting. The Company # has implemented and maintains disclosure controls and procedures that it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and # has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s board of directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were established.