The Company is duly formed, validly existing and in good standing under the laws of the State of North Carolina. Except as set forth in [Section 4.02(a)] of the Disclosure Schedule, the Company is duly qualified to do business as a foreign corporation in the states where it is required to be so qualified. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. [Section 4.02(a)] of the Disclosure Schedule contains a true and correct list of the jurisdictions in which each of the Company is qualified or registered to do business as a foreign entity.

Each Company is duly incorporated or formed, as applicable, and, except as permitted under [Section 8.3(i)] hereof, is continuing in existence and, where such concept is relevant, in good standing as a legal entity under the laws of its jurisdiction of incorporation listed on [Schedule 5.2(a)] hereto and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] hereto which constitute all states in which qualification and good standing are necessary for such Company to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Company. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

Formation. Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to oversee and coordinate activities under this Agreement. The JSC will be composed of three (3) representatives from each Party, and each representative ​. Each Party may change its JSC representative by prior written notice to the other Party. Each Party will nominate one of its members as a co-chair of the JSC, and each co-chair may name a successor. The co-chairs shall collectively conduct meetings of the JSC. The JSC will conduct its responsibilities hereunder in good faith and with reasonable care and diligence. The JSC will meet in person or by other means (e.g., videoconference or teleconference) mutually acceptable to the Parties at least once each Calendar Quarter on such dates and at such times and places as agreed to by the members of the JSC. The purpose of the JSC will be to provide the members periodic updates regarding progress of activities pursuant to this Agreement and to address the matters set forth in Section 6.1.2. Each Party will be responsible for its own expenses relating to attendance at or participation in JSC meetings.

Formation. Within ​, the Parties shall establish a joint steering committee (the “JSC”) to monitor and coordinate the Development and Commercialization of Licensed Products in the Field in the Territory. The JSC will be composed of an equal number of representatives from each Party and a minimum of ​ representatives of each Party, with # at least ​ senior-level representatives from Zai who are fluent in English, # at least ​ representative of each Party that have direct knowledge and expertise in the development and commercialization of products similar to Licensed Products.

Each Loan Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] which constitute all states in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Loan Party. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

Each Credit Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] which constitute all states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has delivered to Agent true and complete copies of its Organizational Documents as of the Closing Date and will promptly notify Agent of any amendment or changes thereto.

Each Credit Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] which constitute all states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has delivered to Agent true and complete copies of its Organizational Documents as of the Closing Date and will promptly notify Agent of any amendment or changes thereto.

Each Borrower is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

Each Borrower is duly incorporated or formed and in good standing under the laws of the jurisdiction listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the jurisdictions listed on [Schedule 5.2(a)] which constitute all jurisdictions in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable, and will promptly notify Agent of any material amendment or material changes thereto.

Each Loan Party is duly formed or incorporated and in good standing under the laws of its respective state or other jurisdiction of organization or incorporation listed on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18) and each Loan Party is qualified to do business and is in good standing in the states and other jurisdictions listed with respect to that Loan Party on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18), which constitute all states and other jurisdictions in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The state organizational number of each Loan Party is set forth on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18). Each Loan Party has delivered to Agent true and complete copies of its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws, partnership agreement or other applicable documents relating to such Loan Party’s formation and governance, as the case may be, and will promptly notify Agent of any amendment or changes thereto.