Clinical Trials Insurance. Effective at least ​ prior to the launch of any Clinical Trial, each Party shall maintain in force Clinical Trial insurance, with a minimum limit of ​ in the aggregate to be maintained in force throughout the life of any such Clinical Trials, such insurance to be effected, maintained and documented to the other Party in compliance with this Agreement and in compliance with any and all local requirements in any territory in which such trials are conducted.

53 Article 13 REPRESENTATIONS AND WARRANTIES; COVENANTS

Other Clinical Trials. Nothing in this Agreement shall preclude either Party from conducting any other clinical trials as it may determine in its discretion, so long as it does not use or rely on the Confidential Information that is solely owned by the other Party in doing so.

In the event a Party (the “Additional Development Party”) proposes to perform a Clinical Study (other than a PRAS) (any such Clinical Study, an “Additional Clinical Study”) of the Product in the Field as a sponsor, it shall provide the other Party (“non-Additional Development Party”) an opportunity to review a proposed study protocol and related budget to such protocol (together, the “Protocol”) as well as the publication plan in accordance with Article 9.5, if available, through the JSC, provided, however, that with respect to Licensor, this Article 4.3 shall only apply to those Clinical Studies that are being conducted or proposed to be conducted in the Non-Encumbered Territory, unless Licensor, in its sole discretion, offers to Licensee the opportunity to participate in such Clinical Studies.

Ongoing Clinical Trial. If at the time of such termination, any Clinical Trials for the Products are being conducted by or on behalf of Zai, then, at TPTX’s election on a Clinical Trial-by-Clinical Trial basis: # Zai shall, and shall cause its Affiliates and Sublicensees to, # continue to conduct such Clinical Trial during the Transition Period or another period of time as determined by TPTX after the effective date of such termination at TPTX’s cost, and # after such period, to # fully cooperate with TPTX to transfer the conduct of all such Clinical Trial to TPTX or its designee or # continue to conduct such Clinical Trials, at TPTX’s cost, for so long as necessary to enable such transfer to be completed without interruption of any such Clinical Trials and # TPTX shall assume any and all liability and costs for such Clinical Trial after the effective date of such termination, and # Zai shall, and shall cause its Affiliates and Sublicensees to, ​, orderly wind down the conduct of any such Clinical Trial which is not assumed by TPTX under clause (1).

Ongoing Clinical Trial. If, at the time of such termination, Zai or its Affiliates are conducting any Clinical Trials, then, at NVCR’s election on a Clinical Trial-by-Clinical Trial basis: # to the extent permissible under Applicable Law and commercially feasible, Zai shall, and shall cause its Affiliates to, cooperate with NVCR to transfer the conduct of such Clinical Trial to NVCR or its designees and complete such transfer promptly and, in any case, within ​ months after the termination effective date, and NVCR shall assume any and all liability for the conduct of such transferred Clinical Trial after the effective date of such transfer (except to the extent arising prior to the transfer date or from any willful misconduct or negligent act or omission by Zai, its Affiliates or their respective employees, agents and contractors); and # Zai shall, at ​ cost and expense, orderly wind-down the conduct of any such Clinical Trial that is not assumed by NVCR under [clause (i) above].

Ongoing Clinical Trial. If, at the time of such termination, Zai or its Affiliates are conducting any Clinical Trials, then, at NVCR’s election on a Clinical Trial-by-Clinical Trial basis: # to the extent permissible under Applicable Law and commercially feasible, Zai shall, and shall cause its Affiliates to, cooperate with NVCR to transfer the conduct of such Clinical Trial to NVCR or its designees and complete such transfer promptly and, in any case, within ​ months after the termination effective date, and NVCR shall assume any and all liability for the conduct of such transferred Clinical Trial after the effective date of such transfer (except to the extent arising prior to the transfer date or from any willful misconduct or negligent act or omission by Zai, its Affiliates or their respective employees, agents and contractors); and # Zai shall, at ​ cost and expense, orderly wind-down the conduct of any such Clinical Trial that is not assumed by NVCR under [clause (i) above].

Ongoing Clinical Trial. If, at the time of such termination, Zai or its Affiliates are conducting any Clinical Trials, then, at NVCR’s election on a Clinical Trial-by-Clinical Trial basis: # to the extent permissible under Applicable Law and commercially feasible, Zai shall, and shall cause its Affiliates to, cooperate with NVCR to transfer the conduct of such Clinical Trial to NVCR or its designees and complete such transfer promptly and, in any case, within ​ months after the termination effective date, and NVCR shall assume any and all liability for the conduct of such transferred Clinical Trial after the effective date of such transfer (except to the extent arising prior to the transfer date or from any willful misconduct or negligent act or omission by Zai, its Affiliates or their respective employees, agents and contractors); and # Zai shall, at ​ cost and expense, orderly wind-down the conduct of any such Clinical Trial that is not assumed by NVCR under [clause (i) above].

Ongoing Clinical Studies. ​ shall remain responsible for and shall complete ​ all ongoing Clinical Studies as of the Effective Date that are listed in EXHIBIT 3, including all analysis and reports that are reasonably necessary to obtain, extend or update the Marketing Authorization of the Product with the EMA, and shall remain responsible for contracting with and managing any Third Party that may be involved with such Clinical Studies (each, an “Ongoing Clinical Study”).

Ongoing Clinical Trial. If, at the time of such termination, Zai or its Affiliates are conducting any Clinical Trials, then, at NVCR’s election on a Clinical Trial-by-Clinical Trial basis: # to the extent permissible under Applicable Law and commercially feasible, Zai shall, and shall cause its Affiliates to, cooperate with NVCR to transfer the conduct of such Clinical Trial to NVCR or its designees and complete such transfer promptly and, in any case, within ​ months after the termination effective date, and NVCR shall assume any and all liability for the conduct of such transferred Clinical Trial after the effective date of such transfer (except to the extent arising prior to the transfer date or from any willful misconduct or negligent act or omission by Zai, its Affiliates or their respective employees, agents and contractors); and # Zai shall, at ​ cost and expense, orderly wind-down the conduct of any such Clinical Trial that is not assumed by NVCR under [clause (i) above].