SECTION #Withholding of Taxes; Gross-Up.

a gross-up amount calculated as:

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 14.2 (Tax gross-up) applied.

determined to exceed the amount taken into account hereunder at the time of the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

Reference is made to [Section 4] and [Exhibit C] (collectively, the “Tax Gross-Up Section”) of the Severance Agreement. I hereby waive any and all rights to payments under the Tax Gross-Up Section of the Severance Agreement and, as of the date hereof, such Gross-Up Section shall be null and void. All other Provisions of the Severance Agreement shall remain in full force and effect in accordance with the terms thereof.

Gross-Up of Payments Deemed to be Excess Parachute Payments.

Lock-Up Period. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any Restricted Stock Units for the purchase of, or otherwise dispose of any securities of the Company, however and whenever acquired, (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the initial public offering.

Lock-up Agreement. The Participant agrees that in the event that [[Organization A:Organization]] effects an initial underwritten public offering of Common Stock registered under the Securities Act, the Option Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of [[Organization A:Organization]]’s then directors and executive officers agree to be similarly bound.

Catch-Up Contributions. A Catch-Up Eligible Participant for any Plan Year shall be eligible to make Catch-Up Contributions (as Before-Tax Contributions and/or Roth Contributions, as designated by the Participant) for such Plan Year. Catch-Up Eligible Participants shall be provided with the effective opportunity to make the same dollar amount of Catch-Up Contributions. The Committee shall administer this [Section 4.1(b)] as provided in IRS Regulation 1.414(v)-1 and pursuant to such other uniform and non-discriminatory rules as the Committee shall determine.

Up-Front Payment. Within ​ days after the Effective Date, Zai Lab will pay to GSK a one-time non-refundable, non-creditable up-front payment of four million five hundred thousand RMB (4,500,000 RMB).