Effect of Termination or Reduction. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Committee’s Reduction of Performance Percentage. Notwithstanding any provision hereof to the contrary, the Committee, in its sole discretion, by Committee resolution prior to the Vesting Date, may reduce Holder’s otherwise earned Performance Percentage in an amount (if any) based upon the Committee’s subjective evaluation. Any reduction of Holder’s Performance Percentage by the Committee for the Performance Period shall be determined after the end of the Performance Period, and shall not exceed twenty-five percent (25%) of Holder’s Performance Percentage earned during the Performance Period. The Committee does not have discretion to increase a Holder’s Performance Percentage.

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments and/or the Aggregate Term Loan Commitments, or from time to time permanently reduce such Commitments (with respect to the Aggregate Revolving Commitments, to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations); provided that # any such notice shall be received by the Administrative Agent not later than ​ five (5) Business Days prior to the date of termination or reduction, # any such partial reduction shall be in an aggregate amount of ​ or any whole multiple of ​ in excess thereof, # the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and # if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the ​ of any such notice of termination or reduction of such Commitments. Any reduction of Commitments shall be applied to the applicable Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

No provision of the amended and restated Plan is intended to reduce or limit any benefit which accrued under the provisions of the Plan as in effect from time to time prior to ​.

Royalties shall be payable with respect to a Licensed Product and a country during the applicable Royalty Term for such Licensed Product in such country. Notwithstanding the foregoing, in the event that during any period of the Royalty Term for a Licensed Product in a country no Valid Claim Covers the manufacture, use, offer for sale, sale or importation of such Licensed Product in such country, then the royalty rate for such Licensed Product in such country shall be reduced to ​ percent (​) for such period during the Royalty Term.

Form of NSR Royalty Agreement

“Royalty Territory” means the Territory.

the Royalty of ​ of Net Sales by Licensee or by sub-licensee in respect of sales of Licensed Products on a ​, following delivery of a Royalty Report in accordance with clause 4 below;

Reports and Timing of Royalty Payments. Starting on the date of First Commercial Sale of a Product in the Territory, Zai Lab will furnish to GSK a quarterly written report for each subsequent calendar quarter showing the Net Sales of all Products sold by Zai Lab, its Affiliates, licensees and sublicensees for which royalties are payable hereunder, and the royalties due to GSK on such sales. Each such royalty report shall be due within ​ days after the end of the relevant calendar quarter. The royalty payments due under [Section 4.3] for each calendar quarter will be due and payable to GSK on the same date that the royalty report for the calendar quarter is due. Each royalty report shall describe in reasonable detail (based upon the data then available to Zai Lab) the Net Sales of each Product (including, without limitation, the deductions specified in [clauses [(i) through (iii)]] of the Net Sales definition) and the calculation of royalty payments due for the relevant calendar quarter. The information contained in each report under this [Section 4.3(c)] shall be considered Confidential Information of Zai Lab. For clarity, GSK’s rights under this [Section 4.3(c)] is for monitoring purposes only. GSK’s exercise of any rights under this [Section 4.3(c)] or any other terms hereunder shall not be construed as GSK’s involvement in any Development, Manufacture, Commercialization, marketing, pricing, interactions with any healthcare professionals and/or governmental officials, or any other activities under the Development Plan and/or Development Program, and Zai Lab shall be solely responsible for all the activities as described under those reports.

“Primary Net Sales” means gross amounts invoiced or otherwise received for Primary’s, its Affiliates’, and Primary Sublicensee’s sales of Primary Royalty Products during the Primary Royalty Term, less the sum of the following, to the extent commercially reasonable and directly and solely related to the sale of such Primary Royalty Products: # discounts to customers in amounts customary in the trade; # reasonable rebates, credits, and chargeback payments granted to federal, state/provincial, local and other governments or managed health care organizations, including their agencies, purchasers, and/or reimbursers, under programs available or required by law, or reasonably entered into to sustain and/or increase market share for Primary Royalty Products; # sales, value added, and/or use taxes directly imposed and with reference to particular sales; # amounts allowed or credited on returns for defective Primary Royalty Products; # shipping and insurance charges with respect to Primary Royalty Products; and # import or export duties, tariffs, or similar charges incurred with respect to the import or export of Primary Royalty Products into or out of any country. Such amounts shall be determined from the books and records of Primary, its Affiliates, and Primary Sublicensees maintained in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied.