FERRING INTERNATIONAL CENTER SA and I-MAB LICENSE AND SUBLICENSE AGREEMENT

DEFINITIONS

“I-MAB Improvements” means any and all changes, developments, enhancements, modifications, additions, or improvements to the Sublicensed Intellectual Property and/or Licensed Ferring Intellectual Property and Know-How made by or on behalf of I-MAB or its Affiliates or Sub-licensees or Sub-Sublicensees.

“I-MAB IP” means Know-How and Intellectual Property that is conceived, discovered, developed or otherwise made by or on behalf of I-MAB or its Affiliates or its Sub-licensees or Sub-Sublicensees under, or in connection with, this Agreement or otherwise related to the Licensed Compound or Licensed Product. I-MAB IP shall include I-MAB Improvements.

“Adverse Event” means any untoward medical occurrence in a patient or an investigation subject who has been administered the Licensed Product and which does not necessarily have to have a causal relationship with the exposure or use of the Licensed Product. For purposes of this Agreement, Adverse Event includes all noxious and unintended response or symptom to the Licensed Product related to any dose of the Licensed Product, and any adverse reaction, the nature or severity of which is inconsistent with the applicable Licensed Product information.

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” means: (a) the possession, directly or indirectly, of the power to direct the management or policies of a business entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise; or (b) the ownership, directly or indirectly, of more than 50% of the voting securities or other ownership interest of a business entity (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity).

“Applicable Law” means any and all applicable laws, statutes, orders, rules, regulations, directives and guidelines that have legal effect, whether local, national, international or otherwise, existing from time to time, including any rules, regulations, guidelines or other requirements of the Regulatory Authorities.

“Business Day” means a day, other than a Saturday, Sunday, or public holiday on which banking institutions are not authorized or required to close in China.

“Calendar Quarter” means each successive period of three calendar months commencing on January 1, April 1, July 1 and October 1.

“Calendar Year” means each successive period of 12 calendar months commencing on January 1 and ending on December 31.

“CFDA” means the China Food and Drug Administration.

“China” or “PRC” means the People’s Republic of China, which, for purposes of this Agreement, excludes the Hong Kong Special Administrative Region (“Hong Kong”), the Macau Special Administrative Region, and Taiwan.

“Clinical Data” means all data, reports and results with respect to the Licensed Compound and the Licensed Product made, collected or otherwise generated under, or in connection with, the Clinical Studies.

“Clinical Studies” or “Clinical Study” means human clinical trials for the Licensed Product and any other tests and studies for the Licensed Product in human subjects.

“Commercialization” means, with respect to the Licensed Product, any and all activities (whether before or after Regulatory Approval) directed to the marketing, promotion, distribution and sale of the Licensed Product in the Field in the Territory or the Optional Territory (if applicable) after Regulatory Approval for commercial sale has been obtained, including pre-launch and post-launch marketing, promoting, distributing, offering to commercially sell and commercially selling the Licensed Product, importing, exporting or transporting the Licensed Product for commercial sale, conducting Clinical Studies that are not required to obtain or maintain Regulatory Approval for the Licensed Product for an indication, which may include epidemiological studies, modeling and pharmacoeconomic studies, post-marketing surveillance studies, investigator sponsored studies and health economics studies and regulatory affairs (including interacting with Regulatory Authorities) with respect to the foregoing. When used as a verb, “Commercializing” means to engage in Commercialization and “Commercialize” and “Commercialized” shall have corresponding meanings.

“Development” means, with respect to the Licensed Product and Licensed Compound, all activities related to research, preclinical and other non-clinical testing, test method development and stability testing, toxicology, formulation, Manufacture Process Development, Clinical Studies, including Manufacturing in support thereof (but excluding any commercial Manufacturing), statistical analysis and report writing, the preparation and submission of Drug Approval Applications, regulatory affairs with respect to the foregoing and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining or maintaining a Regulatory Approval for such Licensed Product. When used as a verb, “Develop” means to engage in Development.

“Development Plan” means the plan for the Development of the Licensed Product as described in Section 3.2, as updated from time to time pursuant to Section 3.2.

“Dollars” or “$” means the United States Dollars.

“Drug Approval Application” means: (i) the clinical trial application for new drugs (MA aWt4.54 EP ii); (ii) the application for new drug certificate (Mg^-iE T3FIEI ▇▇▇); and (iii) the drug approval number application (A A ft ^s 5C^-Ir EPA), collectively, each as set forth in the PRC Pharmaceutical Administration Law, as may be amended from time to time (including all additions, supplements, extensions and modifications thereto), or any corresponding foreign application in the Territory or the Optional Territory (if applicable).

“Effective Date” means the date as of which this Agreement is effective which shall be the date first written above.

“Exploit” means, with respect to the Licensed Compound and/or the Licensed Product, to make, have made, import, use, sell or offer for sale, including to research, Develop, Commercialize, register, Manufacture, have Manufactured, hold or keep (whether for disposal or otherwise), have used, export within the Territory or Optional Territory (if applicable), transport, distribute, promote, market or have sold or otherwise dispose of the Licensed Product and “Exploitation” means the act of Exploiting the Licensed Product.

“Ferring Improvements” means any and all changes, developments, enhancements, modifications, additions, or improvements to the Sublicensed Intellectual Property and/or the Licensed Ferring Intellectual Property and Know-How made by or on behalf of Ferring or its Affiliates.

“Ferring Intellectual Property” means the patent applications (until such time as such applications or any of them are denied, abandoned or issued into patents) listed in Schedule B1 hereof and future patents and patent applications covering the Licensed Compound or Licensed Product, along with any future patents and patent applications including continuations, divisionals and reissues as part of patents and extensions thereof including supplementary protection certificates and their equivalent. Ferring Intellectual Property includes FerringImprovements. Schedule B1 shall be updated from time-to-time to reflect any new Ferring Intellectual Property, including Ferring Improvements.

“Field” means any indication for medicinal use in humans, including rheumatoid arthritis.

“First Commercial Sale” means, with respect to the Licensed Product, the first sale by I-MAB, its Affiliates, Sublicensees or Sub-sublicensees, as applicable, to a Third Party of the Licensed Product in a country in the Territory or Optional Territory (if applicable) after all required marketing and pricing or reimbursement approvals have been granted by the applicable Regulatory Authority for such country.

“Force Majeure” means any significant unexpected event that is beyond the reasonable control of a Party for which such Party cannot reasonably have been expected to have taken account as of the Effective Date, which significantly delays the Development Program set out in Appendix B and including, but without prejudice to the foregoing generality, events resulting from an act of God, lightning, fire, flood, earthquake, accumulation of snow or ice, lack of water arising from weather or environmental problems, strike, lock-out or other industrial disturbance, act of the public enemy, war declared or undeclared; threat of war; terrorist act; blockade, revolution, riot, insurrection, civil commotion, public demonstration, sabotage, act of vandalism, prevention from or hindrance in obtaining any raw materials, energy or other supplies, explosion, fault or failure of plant or machinery (which could not have been prevented by good industry practice); government restraint, act of legislature or a directive or requirement of the competent authority affecting a Party or its subcontractor providing that such Party or its subcontractor’s lack of funds shall not be interpreted as a cause beyond such Party’s reasonable control.

“IND” means an Investigational New Drug Application submitted under the United States Federal Food, Drug, and Cosmetic Act, as amended, and the rules and regulations promulgated thereunder (the “FD&C Act”), or an analogous application or submission with any analogous agency or Regulatory Authority outside of the United States for the purposes of obtaining permission to conduct clinical trials.

“Information” means any and all

information relating to the business affairs, finances or commercial interests of a Party which is disclosed pursuant to this Agreement in whatever form;

Know-How;

samples of Materials provided for testing;

results of any tests performed with samples of Materials;

such other written information whether provided in printed, hand-written, electronic or any other form, either Party deems confidential that is provided to the other Party in writing pursuant to this Agreement.

“Intellectual Property” means, collectively, all intellectual property rights (whether or not patented or patentable) related to the purpose of this Agreement including, but not limited to, algorithms, approvals, certifications, chemical compounds, conceptual expressions, copyrights, trademarks, data, designs, formulae, inventions, patents, patent rights, and prototypes.

“Know-How” means technical and other information of either Party that is not in the public domain, including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, information relating to Materials, inventions, methods, models, assays, research and/or development plans, procedures, designs for experiments and tests and results of experimentation and tests (including results of research or development), processes (including manufacturing processes, specifications and techniques), laboratory records, chemical, pharmacological, toxicological, clinical, analytical and quality control data, trial data, case report forms, data analyses, reports or summaries.

“Korea” means the Republic of Korea.

“Licensed Compound” means FE301, i.e., SGP130Fc fusion protein, an interleukin-6 inhibitor.

“Licensed Know-How” means the Know-How contained or disclosed in the documents set forth on Schedule A, but excluding any Know-How to the extent claimed or covered by published patents or patent applications of the Ferring Intellectual Property and Sublicensed Intellectual Property.

“Licensed Product” means all pharmaceutical formulations in finished packaged form containing the Licensed Compound covered by any patent or patent application as set out in Schedule B hereto and/or uses any other Ferring Intellectual Property or Sublicensed Intellectual Property or Know-How, for use in the Field.

“Manufacture” and “Manufacturing” mean, with respect to the Licensed Compound and Licensed Product, all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping, holding, Manufacture Process Development, stability testing, quality assurance or quality control of the Licensed Product or any intermediate thereof.

“Manufacturing Process” means the process used to manufacture the Licensed Compound and the Licensed Product, including but not limited to the cell line that stably expresses the Licensed Compound, the process to grow the cell line in large scale incubators, the large-scale process to purify the Licensed Compound, and other activities provided in 1.32.

“Manufacture Process Development” means the process development, process qualification and validation and scale-up of the process to manufacture the Licensed Compound and Licensed Product and analytic development and product characterization with respect thereto.

“NDA” means a New Drug Application (which, for purposes of this Agreement, includes a Biologics License Application) submitted to the United States Food and Drug Administration or any successor agency thereto (“FDA”) in accordance with the FD&C Act with respect to a pharmaceutical product (including all additions, supplements, extensions and modifications thereto), or any other analogous application or submission with any Regulatory Authority in the Territory or the Optional Territory (if applicable), including, with respect to China, a Marketing Authorization Application filed with the CFDA.

“Net Sales” means, for any period, the gross amount invoiced by I-MAB, its Sublicensees or any of its or their respective Affiliates for the sale of the Licensed Product (the “Invoiced Sales”), less deductions for: (a) normal and customary trade, quantity and cash discounts and sales returns and allowances, including those granted on account of price adjustments, billing errors, rejected goods, damaged goods and returns, and chargebacks; (b) freight, postage, shipping and insurance expenses to the extent that such items are included in the gross amount invoiced; (c) sales taxes and other governmental charges (including value added tax) to the extent billed separately on the invoice and actually paid in connection with the sale but only to the extent actually included in gross sales; and (d) rebates and similar payments made with respect to sales paid for by any Regulatory Authority. Any of the deductions listed above that involves a payment by I-MAB, its Sublicensees or any of its or their respective Affiliates shall be taken as a deduction in the Calendar Quarter in which the payment is accrued by such entity. The methodology for calculating (a) — (d), on a country-by-country basis, shall conform to International Financial Reporting Standards consistently applied by I-MAB. For purposes of determining the Net Sales, the Licensed Product shall be deemed to be sold when invoiced and a “sale” shall not include transfers or dispositions of the Licensed Product for pre-clinical or clinical purposes or as samples, in each case, whether supplied without charge or not.

“Optional Territory” means countries of North America (i.e., Canada, the United States and Mexico) and the European Union and Japan to be mutually agreed in writing by the Parties within thirty (30) days of receipt of notice from I-MAB that it wishes to exercize its option right to obtain an exclusive license to the Optional Territory, cf. Clause 2.2 below. For the purposes of this Agreement, the United Kingdom shall be considered a member state of the European Union, even if it exits the European Union during the Term.

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

“Phase IB” means an initial Clinical Study that assesses safety and tolerability, as well as the pharmacokinetic and pharmacodynamic responses of the Licensed Product at multiple doses in the Asian rheumatoid arthritis patient population, as further described in the Development Plan.

“Phase II Clinical Trial” means that certain Clinical Study, the principal purpose of which is to determine safety and efficacy of the Licensed Product in the target patient population or a similar clinical study prescribed by the Regulatory Authorities, from time to time, pursuant to Applicable Law or otherwise, including the Phase II clinical trial referred to in Article 31 of the Provisions for Drug Registration Administration, promulgated by the CFDA and as may be amended from time to time.

“Phase IIA” means that part of the Phase II Clinical Trial designed to assess dosing requirements and efficacy of the Licensed Product. For the purposes of this Agreement, “completion of Phase IIA” means that stage of the Phase II Clinical Trial when the efficacy of the Licensed Product as specified in the Development Plan has been observed and properly recorded.

“Reasonable Commercial Efforts” means with respect to the Development and Commercialization of the Licensed Product, the level of efforts and resources that are consistent to those efforts and resources commonly used by a similarly situated company in the pharmaceutical industry for comparable products with similar commercial and scientific potential at a similar stage in their lifecycle, taking into consideration their safety, efficacy, their cost to develop, the competitiveness of alternative products in or reasonably anticipated to enter the marketplace, their proprietary position, the likelihood of regulatory approval with appropriate and adequate labelling, their pricing, reimbursement, cost or productions, sales and marketing, any other reasonable commercial considerations and on a market by market basis.

“Recognised Agent” means a Third Party through which I-MAB regularly distributes and sells its products in the Territory or Optional Territory (as applicable) where I-MAB has no Affiliate and where sales of I-MAB products are a very minor proportion of total worldwide I-MAB sales.

“Regulatory Approval” means, with respect to the Licensed Product in a country in the Territory or the Optional Territory (as applicable), any and all approvals, licenses, registrations or authorizations of any Regulatory Authority necessary to commercially market, promote, distribute or sell the Licensed Product in such country, including, where applicable: (a) pricing or reimbursement approval in such country; (b) pre- and post-approval marketing authorizations (including any prerequisite Manufacturing approval or authorization related thereto); and (c) labeling approval.

“Regulatory Authority(ies)” means any national, multinational, state, provincial or local regulatory agency, department, bureau or other governmental entity with authority over the testing, manufacture, use, storage, import, promotion, marketing and sale of a therapeutic product in the Territory and/or Optional Territory (as applicable) necessary for the commercialization of the Licensed Product.

“Regulatory Documentation” means all: (a) applications (including all INDs and Drug Approval Applications), registrations, licenses, authorizations and approvals (including all Regulatory Approvals); (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotion documents, Adverse Event files and complaint files; and (c) Clinical Data and any other data contained in any of the foregoing, in each of ((a), (b) and (c)), relating to the Licensed Product.

“RMB” means Renminbi, the official currency of the PRC.

“Royalty Term” means the period beginning on the date of First Commercial Sale in any country of the Territory and/or Optional Territory (as applicable) and expiring on a country by country basis: (i) fifteen (15) years from the date of launch; or (ii) on expiration of the last to expire patent rights of the Ferring Intellectual Property or Sublicensed Intellectual Property in the Territory and/or Optional Territory (as applicable) that includes a Valid Claim covering the development, making, using or selling of the Licensed Compound or Licensed Product, whichever is later.

“Sublicensed Intellectual Property” means the patents and patent applications (until such time as such applications or any of them are denied, abandoned or issued into patents) listed in Schedule B2 hereof and any future patents and patent applications including continuations, divisionals and reissues as part of patents and extensions thereof including supplementary protection certificates and their equivalent and Know-How under which Ferring is licensed with the right to sublicense.

“Sublicensee” means an Affiliate of I-MAB or a Third Party that is granted a sublicense to Ferring Intellectual Property and Know-How by I-MAB in accordance with Section 2.3.

“Sub-sublicensee” means an Affiliate of I-MAB or a Third Party that is granted a sub-sublicense to Sublicensed Intellectual Property by I-MAB in accordance with Section 2.3

“Territory” means China (including Hongkong, Macau), Taiwan and Korea.

“Third Party” means any Person other than a Party to this Agreement and such Party’s Affiliate.

“Trademark” means any word, name, symbol, color, designation or device or any combination thereof that functions as a source identifier, including any trademark, trade dress, service ▇▇▇▇, trade name, brand name, logo or business symbol, whether or not registered, together with any goodwill associated therewith.

“Valid Claim” means with respect to a particular country in the Territory or the Optional Territory (as applicable): (a) any claim of an issued and unexpired patent in such country that: (i) has not been held permanently revoked, unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal; and (ii) has not been abandoned, disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country; or (b) any claim of a pending patent application that has not been abandoned or finally disallowed without the possibility of appeal or re-filing of the application.

GRANT OF RIGHTS

Territory. Ferring hereby grants to I-MAB: i) an exclusive (including with regard to Ferring and its Affiliates, but excluding any non-exclusive license granted to Conaris by operation of the Development and License Agreement dated November 11, 2008)) license, with the right to grant sublicenses to Sublicensees in accordance with Section 2.3 in whole or in part, under Ferring Intellectual Property and Know-How; and ii) an exclusive (including with regard to Ferring and its Affiliates) sublicense, with the right to grant sub-sublicenses to Sub-sublicensees in accordance with Section 2.3 in whole or in part, under Sublicensed Intellectual Property, to research, develop, make, have made, import, use, sell and offer to sell the Licensed Compound and the Licensed Product in the Field in the Territory.

Option Right of I-MAB to the Optional Territory (as applicable). Ferring hereby grants to I-MAB: i) a non-exclusive option right to obtain an exclusive license, with the right to grant sublicenses to Sublicensees in accordance with Section 2.3 in whole or in part, under Ferring Intellectual Property and Know-How; and ii) a non-exclusive option right to obtain an exclusive sublicense, with the right to grant sub-sublicenses to Sub-sublicensees in accordance with Section 2.3 in whole or in part, under Sublicensed Intellectual Property, to research, develop, make, have made, import, use, sell and offer to sell the Licensed Product in the Field in the mutually agreed upon countries in the Optional Territory, and for the avoidance of doubt Ferring shall retain the right to research, develop, make, have made and use the Licensed Compound and/or Licensed Product in the Optional Territory for the purposes of this Agreement, including the right to grant sub-licenses to a Third Party. Ferring may actively pursue to grant license and sublicense rights to one or more Third Party to research, develop, make, have made, import, use, sell and offer to sell the Licensed Compound and the Licensed Product in the Field in any country outside the Territory, provided however that notwithstanding the aforementioned, Ferring shall not be entitled to grant any rights under the Ferring Intellectual Property and Sublicensed Intellectual Property to a Third Party without first providing written notice of its intentions to do so of 30 (thirty) days to I-MAB, and in such event I-MAB shall be entitled to have a first right of refusal to exercise the option right and to obtain exclusive license rights to the Optional Territory, subject to payment of the Initial Payment Covering the Optional Territory, cf. Clause 7.1.2 of this Agreement. If I-MAB notifies that it does not want to obtain an exclusive license to the Optional Territory, such notice to be received by Ferring in writing within 30 (thirty) days after receipt of Ferring’s notice, cf. above, I-MAB foregoes of the option right and Ferring shall be free to enter into the agreement with any Third Party.

Sublicenses and Sub-sublicenses. I-MAB shall have the right to grant sublicenses and/or sub-sublicenses (as applicable) to an Affiliate or a Third Party to research, develop, make, have made, import, use, sell and offer to sell the Licensed Product in the Field in the Territory and the mutually agreed upon counties in the Optional Territory (as applicable, cf. Clause 2.2 above). Any sublicenses and/or sub-sublicenses granted by I-MAB shall be subject to the terms and conditions of this Agreement. I-MAB shall inform Ferring in writing of: i) the name and location of the Sublicensee and/or Sub-sublicensee; ii) the commercial terms in so far as required to provide Ferring with the requisite information for the purposes of section 7.5 below; and iii) the territory and indications included in the sublicense and/or sub-sublicense within thirty (30) days of the grant of the sublicense and/or sub-sublicense. Ferring shall be entitled to request a copy of the agreements entered into with the respective sublicensees and/or sub-sublicensees.

Disclosure and Transfer. Ferring shall share with I-MAB or any of its designees, as reasonably requested by I-MAB, the Regulatory Documentation in Ferrings’s control with respect to the Licensed Compound and the Licensed Product within sixty (60) days after the Effective Date.

Licensed Know-How Disclosure and Materials Transfer

DEVELOPMENT

In General. I-MAB shall use Reasonable Commercial Efforts to Develop the Licensed Product in the Field in the Territory at its own cost and expense in accordance with the Development Plan and, subject to the exercise of the option right to receive a license in the Optional Territory, cf. Clause 2.2 above, in the agreed upon countries in the Optional Territory (as applicable), Develop the Licensed Product in the Field in the Optional Territory (as applicable) at its own cost and expense in accordance with a supplemental development plan to be mutually agreed upon by the Parties upon the completion of Phase IIA in the Territory, which shall be incorporated into and become a part of this Agreement. If, after good faith discussions the parties are not able to agree upon the supplemental development plan, I-MAB’s position shall prevail.

Development Plan. The initial Development Plan, which covers the period from the Effective Date through completion of Phase IB, shall be jointly developed and agreed upon by the Parties within 45 days after the Effective Date, which shall then be incorporated into and become a part of this Agreement. Starting from the first quarter of 2017 and for each Calendar Year or partial Calendar Year (as applicable) thereafter during the Term, I-MAB shall prepare an update to the Development Plan and submit such updated Development Plan to Ferring for its review. Each update to the Development Plan shall set forth for the applicable Calendar Year or partial Calendar Year the Development objectives, the planned Clinical Studies and other Development activities and the contemplated timelines for the foregoing. I-MAB shall manage the preparation of each such update so that it is submitted to Ferring for its review at least ninety (90) days prior to the end of the then-current Calendar Year. In addition, I-MAB may propose updates to the Development Plan to Ferring from time to time as appropriate in light of changed circumstances. If Ferring does not approve any element of an update to the Development Plan proposed by I-MAB, then the Parties shall discuss in good ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ concerns with respect thereto. If, after good faith discussions the parties are not able to agree upon the supplemental development plan, I_MAB’s position shall prevail.

Diligence. I-MAB shall use Reasonable Commercial Efforts to Develop, obtain and maintain Regulatory Approvals for, the Licensed Product for use in the Field in the Territory and the Optional Territory (as applicable) in furtherance of the Development of the Licensed Product for the Field in the Territory and the Optional Territory (as applicable). Ferring shall use Reasonable Commercial Efforts to perform activities assigned to it in the Development Plan and the supplemental development plan(s) (as applicable) in furtherance of the Development Plan of the Licensed Product in the Field in the Territory and the Optional Territory (as applicable).

Regulatory Matters. I-MAB shall have the right and responsibility for preparing, obtaining and maintaining Drug Approval Applications and any other Regulatory Approvals, and for conducting communications with the Regulatory Authorities, for the Licensed Product in the Territory and the Optional Territory (as applicable). All Regulatory Approvals relating to the Licensed Product with respect to the Territory and the Optional Territory (as applicable) shall be owned by, and shall be the sole property and held in the name of, I-MAB or its designated Affiliate. Ferring hereby shares with I-MAB all Regulatory Documentation in its control for the Licensed Compound and/or Licensed Product (including any existing Regulatory Approvals) owned by Ferring and held in Ferring’s name in the Territory and Optional Territory (as applicable) as of the Effective Date.

Subcontracting. I-MAB may freely subcontract the exercise of its rights and the performance of its obligations under this Article 3; provided that I-MAB informs Ferring in writing the name of the third party contractor and provided that I-MAB remains responsible to Ferring and its Affiliates, officers, servants or agents, for all activities sub-contracted and shall be responsible to, liable to and indemnify Ferring in the same terms as according to this Agreement for any loss or damage attributable to any negligent act or omission or misconduct on the part such subcontractor, its Affiliates, its officers, servants or agents.

In the event that I-MAB elects for any reason not to continue with the pre- clinical or clinical development of any Licensed Product in any and all indications or in any other way resolves not to make any further attempts aimed at commercializing any Licensed Product in a particular country of the Territory and/or Optional Territory (as applicable), such election to be notified to Ferring as soon as practicably possible, the licenses and sublicenses in such country granted under this Agreement will be terminated and Ferring will receive from I-MAB an irrevocable, royalty free, unlimited and exclusive license to use in such country all I-MAB IP, Intellectual Property and Know-How related thereto including but not limited to I-MAB Improvements and any I-MAB Know-How related to the Licensed Compound and Licensed Product generated subsequent to the Effective Date. In addition, in such event, I-MAB shall provide to Ferring all I-MAB IP, Intellectual Property, Information and Know-How related thereto including but not limited to I-MAB Improvements and any Know-How related to the Licensed Product generated subsequent to the Effective Date.

GOVERNANCE; JOINT STEERING COMMITTEE

Formation and Role. Within thirty (30) days after the Effective Date, the Parties shall establish a Joint Steering Committee (the “Joint Steering Committee” or “JSC”) to oversee the Development and Commercialization of the Licensed Product under this Agreement. The JSC shall not have any power to bind either Party or to make any tactical or day-to-day operational decisions with respect to either Party’s activities under this Agreement.

Members. Each Party shall initially appoint two (2) representatives to the JSC, each of whom shall be a senior officer of the applicable Party. The JSC may change its size from time to time by mutual written agreement of its members; however, at all times the JSC shall be comprised of equal members from each Party. Each Party may replace its representatives at any time upon written notice to the other Party specifying the prior representative(s) and their replacement(s). Either Party may designate substitutes for its representatives if one (1) or more of such Party’s designated representatives are unable to be present at a meeting. The JSC shall have two (2) co-chairpersons, and Ferring and I-MAB shall each have the right to appoint one co-chairperson on an annual basis. The role of the co-chairpersons shall be to convene and preside at the meetings of the JSC and to ensure the preparation of JSC meeting minutes, but the co-chairpersons shall have no additional powers or rights beyond those held by other JSC representatives.

Meetings. The JSC shall meet at least one (1) time per Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JSC no later than ten (10) Business Days prior to the special meeting with materials reasonably adequate to facilitate discussion of the issue. No later than ten (10) Business Days prior to any meeting of the JSC, the co-chairpersons of the JSC shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and such additional topic may be covered with the consent of the other Party. The JSC may meet in person, by videoconference or by teleconference, provided, however, at least one (1) meeting per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JSC meetings shall be held at locations in China and Europe alternately selected by I-MAB and by Ferring. Each Party shall bear the expense of its respective JSC members’ participation in the JSC meetings. The JSC co-chairpersons shall jointly send draft meeting minutes to each member of the JSC for review and approval within ten (10) Business Days after each JSC meeting. Such minutes shall be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within ten (10) Business Days of receipt.

EXCHANGE OF INFORMATION

Promptly after the Effective Date, I-MAB and Ferring shall meet to discuss the scope and contents of a mutual exchange of Know-How relevant to the Development Plan, and shall, upon reaching agreement, promptly exchange such Know-How. Thereafter each of the Parties shall periodically meet to discuss the exchange of any further Know-How which may become known to them and I-MAB shall inform Ferring by written reports on a three times a year basis of its progress in preclinical and clinical development, the development of a commercial manufacturing process for the Licensed Compound and the Licensed Product and the progress of applications to the Regulatory Authorities for clinical trials and commercial sale.

During the term of this Agreement and for 10 (ten) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement neither Party shall reveal or disclose to any Third Party any Information received from the other Party or otherwise developed by either Party in the performance of activities in furtherance of this Agreement or the existence of this Agreement and the collaboration between I-MAB and Ferring as set out herein, without first obtaining the written consent of that other Party, except as may be otherwise provided herein, or: (a) for securing essential or desirable authorizations, privileges or rights from governmental agencies; (b) as required to be disclosed to a government agency; (c) as necessary to file or procure patent applications relating to the Licensed Product pursuant to Section 8; or (d) to carry out any litigation concerning the Licensed Product. Consent or the reason for refusal shall be provided in a prompt and timely manner. This obligation of confidentiality shall not apply to Know-How disclosed to Ferring in the case of termination by Ferring pursuant to Sections 9.2 or 9.3 or to such information that is or becomes a matter of public knowledge but only in relation to such Know-How and Information that is specifically required by Ferring for the sole purpose of being able to commercialize the Licensed Product where Ferring has acquired such rights pursuant to sections 9.2 or 9.3, or is already in the possession of the receiving Party, or is disclosed to the receiving Party by a Third Party having the right to do so, or is subsequently independently developed by employees or contractors of the receiving Party or Affiliates thereof who have no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted.

Nothing herein shall be construed as preventing either Party from disclosing any Information received from the other Party to an Affiliate, Sublicensee, Sub-sublicensee, Recognised Agent or subcontractor of the receiving Party, provided that such Affiliate, Sublicensee, Sub-sublicensee, Recognised Agent or subcontractor has undertaken a similar obligation of confidentiality with respect to the Information.

In the event that a court or other legal or administrative tribunal directly or through an appointed master, trustee or receiver assumes partial or complete control over the assets of a Party to this Agreement based on the insolvency or bankruptcy of such Party, the bankrupt or insolvent Party shall promptly notify the court or other tribunal:

that Information received from the other Party under this Agreement remains the property of the other Party; and

of the confidentiality obligations under this Agreement.

No public announcement or other disclosure to Third Parties concerning the structure or terms of this Agreement or any work being carried out hereunder or the results of such work shall be made either directly or indirectly by any Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other Party and agreement upon the nature and text of such announcement or disclosure, which approval and agreement shall not be unreasonably withheld. The Party desiring to make any such public announcement or other disclosure shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release and shall provide the other Party with a written copy thereof to allow such other Party to comment upon such announcements or disclosure; provided, however, that the contents of any public announcement, press release or similar publicity which has been reviewed and approved can be subsequently re-released by either Party in any form without a requirement for re-approval provided the re-releasing Party advises the other Party prior to publication of the re-release and identifies the media in which it is to be published.

Each Party agrees that it shall co-operate fully with the other with respect to all disclosures regarding this Agreement to, or public disclosures as required by any other governmental or regulatory body, provided that the disclosing Party uses commercially reasonable efforts to seek confidential treatment for any Information of either Party included in any such disclosure.

Publications. Each Party recognizes that the publication of papers regarding Information and activities under this Agreement, including oral presentations and abstracts, may be beneficial to both Parties, provided that such publications are subject to reasonable controls to protect confidential information. Accordingly, each Party shall have the right to review and approve any paper proposed for publication by the other Party, including any oral presentation or abstract, that contains Clinical Data or pertains to results of Clinical Studies or includes other Information generated under this Agreement or that otherwise includes confidential information of the other Party. Before any such paper is submitted for publication or an oral presentation is made, the publishing or presenting Party shall deliver a complete copy of the paper or materials for oral presentation to the other Party at least sixty (60) days prior to submitting the paper to a publisher or making the presentation. The other Party shall review any such paper and give its comments to the publishing or presenting Party within sixty (60) days after the delivery of such paper to such other Party. With respect to oral presentation materials and abstracts, the other Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as reasonably practicable to the publishing or presenting Party with appropriate comments, if any, but in no event later than sixty (60) days after the date of delivery to such other Party. Failure to respond within such sixty (60) days shall be deemed approval to publish or present. Notwithstanding the foregoing, the publishing or presenting Party shall comply with the other Party’s written request to: (a) delete references to such other Party’s confidential information in any such paper or presentation; or (b) withhold publication of any such paper or any presentation of same for an additional one hundred twenty (120) days in order to permit the Parties to obtain patent protection if either Party deems it necessary. Any publication shall include recognition of the contributions of the other Party according to standard practice for assigning scientific credit, either through authorship or acknowledgement, as may be appropriate. Each Party shall use its respective Reasonable Commercial Efforts to cause investigators and institutions participating in clinical studies for the Licensed Product with which it contracts to agree to terms substantially similar to those set forth in this Section 5.7, which efforts shall satisfy such Party’s obligations under this Section 5.7 with respect to such investigators and institutions.

Nothing in this Agreement shall be construed as preventing or in any way inhibiting either Party from complying with statutory and regulatory requirements governing the development, manufacture, use and sale or other distribution of the Licensed Product in any manner that it reasonably deems appropriate including, for example, by disclosing to Regulatory Authorities Information or other information received from the other Party or Third Parties.

COMMERCIALISATION

General. I-MAB shall use Reasonable Commercial Efforts to obtain approval of the Regulatory Authorities and to promote, market, distribute and sell the Licensed Product in the Field in all countries of the Territory and/or Optional Territory (as applicable, cf. Clause 2.2 above), in each case at its own cost and expense. Following receipt by I-MAB or its Affiliate, Sublicensee or Sub-sublicensee of marketing approval for the Licensed Product in a country or region of the Territory and/or Optional Territory (as applicable), I-MAB shall start, and shall ensure that its Affiliate or its Sublicensee and/or its Sub-sublicensee start the marketing and sales of the Licensed Product and to use its Reasonable Commercial Efforts to promote, market, distribute and sell the Licensed Product consistent with accepted pharmaceutical business practice and applicable legal requirements.

Sales and Distribution. I-MAB shall be responsible for: (a) invoicing and booking sales; (b) establishing all terms of sale (including pricing and discounts); (c) warehousing and distributing; and (d) handling all returns, recalls and withdrawals, order processing, collection, inventory and receivables, in each of (a) through (d), with respect to the Licensed Product in the Territory and the Optional Territory (as applicable).

Product Trademarks. I-MAB shall have the right to determine the Product Trademarks to be used with respect to the Licensed Product in the Field in the Territory and the Optional Territory (as applicable), and shall own all right, title and interest in and to the Product Trademarks.

Markings. To the extent required by Applicable Law in a country in the Territory or the Optional Territory (if applicable), the promotional materials, packaging and Product Labeling for the Licensed Product used by I-MAB, its Sublicensees, Sub-sublicensees or its or their respective Affiliates in connection with the Licensed Product in such country shall contain the logo and corporate name of the manufacturer.

Subcontracting. I-MAB may subcontract the Commercialization of the Licensed Product in the Field in the Territory and the Optional Territory (if applicable); provided that any agreement pursuant to which I-MAB engages such subcontractor shall be consistent in all material respects with this Agreement (where applicable) and provided that I-MAB informs Ferring in writing the name of the third party contractor and provided that I-MAB remains responsible to Ferring and its Affiliates, officers, servants or agents, for all activities sub-contracted and shall be responsible to, liable to and indemnify Ferring in the same terms as according to this Agreement for any loss or damage attributable to any negligent act or omission or misconduct on the part such subcontractor, its Affiliates, its officers, servants or agents.

Meetings. At the request of Ferring, the Parties shall meet annually to discuss sales of the Licensed Product in the Territory and/or Optional Territory (as applicable), and I-MAB shall inform Ferring of its marketing strategy for the Licensed Product.

No Launch. In the event I-MAB shall decide not to launch any Licensed Product in a particular country in the Territory and/or Optional Territory (as applicable), either by itself or through an Affiliate, a Recognised Agent, a Sublicense or a Sub-sublicensee, or Sub-contractor, I-MAB will immediately inform Ferring in writing of the reason for its decision and Ferring shall be entitled to unilaterally delete such country from the Territory and/or Optional Territory (as applicable) without a notice period. In this case, I-MAB undertakes to transfer free of charge to Ferring any authorization to market a Licensed Product and its Product Trademarks for such Licensed Product in such country that I-MAB may previously have acquired and to cooperate fully in the transfer of sales of such Licensed Product if any in such country to Ferring or to a Third Party designated by Ferring and shall supply at cost Licensed Product or have it supplied to Ferring or its designee for such sale.

PAYMENTS AND FEES

Initial Payments.

Milestone Payments.

Milestone Event

Milestone Payment

Completion of Phase IB in the

Territory

One Million Five Hundred Thousand

Dollars ($1,500,000)

Completion of Phase IIA study

report in the Territory

NDA submission in the

Territory

Milestone Event

Milestone Payment

Royalties.

That portion of Net Sales of the Licensed Product in the

Territory in a Calendar Year that is:

Less than or equal to Five Hundred Million RMB (RMB500,000,000)

Greater than Five Hundred Million RMB (RMB500,000,000)

That portion of Net Sales of the Licensed Product in the

Optional Territory in a Calendar Year that is:

Less than or equal to Five Hundred Million Dollars ($500,000,000)

Greater than Five Hundred Million Dollars ($500,000,000)

Mode of Payment; Currency Conversion; Taxes.

Sub-License and Sub-Sub-License Income

Audit Rights

Confidentiality. Both Parties shall treat all information subject to review under this Section 7 in accordance with the confidentiality provisions of Section 5.

INTELLECTUAL PROPERTY

Ownership of Intellectual Property.

Patent Filing, Prosecution and Maintenance

Cooperation and Assistance

Patent Term Extensions and Supplementary Protection Certificates.

Patent Enforcement and Infringement

Validity and Enforceability Challenge by Third Party

Product Trademarks

TERM AND TERMINATION

Term. This Agreement shall commence on the Effective Date and shall, unless earlier terminated in accordance with this Section 9, continue: (a) with respect to the Licensed Product in each country in the Territory and the Optional Territory (as applicable, cf. Clause 2.2), until the expiration of the Royalty Term for the Licensed Product in such country; and (b) with respect to this Agreement in its entirety, until the later of: (i) the expiration of the Royalty Term for the Licensed Product for which there has been a First Commercial Sale in the Territory or the Optional Territory (as applicable); or (ii) the first date on which I-MAB is not conducting any necessary and outstanding Clinical Study with respect to any Licensed Product or seeking to obtain any necessary and pending Regulatory Approval for the Licensed Product in the Territory or the Optional Territory (if applicable) (such period, the “Term”).

Termination of this Agreement for Material Breach. In the event that either Party materially breaches this Agreement (such Party, the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement, in its entirety upon thirty (30) days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period.

Termination Upon Insolvency. Either Party may terminate this Agreement if, at any time, the other Party: (a) files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization (other than for the purposes of merger or amalgamation) or for an arrangement or for the appointment of a receiver or trustee of such other Party or of its assets; (b) proposes a written agreement of composition or extension of its debts; (c) is served with an involuntary petition against it, filed in any insolvency proceeding that is not dismissed within thirty (30) days after the filing thereof; (d) proposes or is a party to any dissolution or liquidation; or (e) makes an assignment for the benefit of its creditors.

Termination of Sublicensed Intellectual Property. Ferring may terminate this Agreement with respect to the license grant hereunder to Sublicensed Intellectual Property in the event the main license (Development and License Agreement dated November 11, 2008) governing the Sublicensed Intellectual Property is terminated by Conaris AG. The Parties hereby agree to discuss in good faith how to resolve and mitigate to the satisfaction of both Parties any consequences negatively impacting I-MAB and its representatives, including potential participants in clinical trials, in its continued efforts under the license grants under this Agreement due to such termination, (provided that such termination of Sublicensed Intellectual Property is not due to lack of diligence, negligence or breach of this Agreement by I-MAB or its representatives). The agreed process should this happen shall be made in writing and shall be signed as an Amendment to this Agreement no later than forty five (45) days after the Effective Date.

CONSEQUENCE OF TERMINATION

In the event of Ferring’s termination of this Agreement pursuant to Sections 9.2 or 9.3, I-MAB shall within thirty (30) days of such termination pay to Ferring in full all unpaid amounts which otherwise became due and payable to Ferring prior to such termination in accordance with this Agreement. The licenses, sublicenses, sub-sub licenses, if any, and other rights granted to I-MAB hereunder shall be terminated as of the effective date of the termination and Ferring shall have an irrevocable, worldwide, royalty free, non-exclusive license with right to sublicense, to all I-MAB Intellectual Property. I-MAB shall transfer to Ferring without delay all applications to and approvals of Regulatory Authorities for clinical trials and/or sale of Licensed Product, all data and Information in its possession related to the Licensed Compound and the Licensed Product including its database on the Licensed Compound and the Licensed Product, any master cell bank and the Manufacturing Process for the Licensed Compound and the Licensed Product, all quantities of Licensed Compound, Licensed Product, clinical trial samples or Materials in its possession and as reasonably required by Ferring for progressing to the commercialization of a Licensed Product.

In the event of Ferring’s termination pursuant to Section 9.2 or 9.3 after First Commercial Sale, I-MAB shall transfer free of charge the ownership of its trademarks, trade dress and/or copyrights for the Licensed Product to Ferring and cooperate with Ferring in the transfer of any sales of Licensed Product to Ferring or a Third Party designated by Ferring in addition to the consequences under Section 10.1.

ACCRUED RIGHTS; SURVIVING OBLIGATIONS

Accrued Rights. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

Survival. Without limiting the foregoing, Articles 10, 14, 17, 21 and 23 and Section 2.5.4, 5.2 — 5.7, 7.6, and 7.7 shall survive the termination or expiration of this Agreement for any reason.

GENERAL PERFORMANCE STANDARDS

MANUFACTURE AND SUPPLY

Supply by Ferring for Phase IB Clinical Trial

WARRANTIES, REPRESENTATIONS, INDEMNIFICATION AND INSURANCE

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as of the Effective Date as follows:

Representations and Warranties of I-MAB. I-MAB represents and warrants to Ferring as follows, as of the Effective Date:

Representations and Warranties of Ferring. Ferring represents and warrants to I-MAB as follows, to the best of its belief and knowledge as of the Effective Date:

No Benefit to Third Parties. The representations, warranties, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights on any Third Parties.

Indemnification.

The Indemnifying Party shall have no obligation to indemnify the Indemnified Party requesting indemnification unless:

the Indemnified Party gives the Indemnifying Party prompt written notice of any claim or lawsuit or other action for which it seeks to be indemnified under this Agreement;

the Indemnifying Party is granted full authority and control over the defense including settlement against such lawsuit or other action; provided, however, that: (i) such settlement involves only the payment of monetary damages and no injunctive relief binding on the Indemnified Party, and such monetary damages are paid by the Indemnifying Party; (ii) the Indemnified Party is not required under such settlement to admit any liability; and (iii) the Indemnified Party is released from all further liability with respect to such claim; and

the Indemnified Party co-operates fully with the Indemnifying Party and its agents in defense of the claims or lawsuit or other action.

The Indemnified Party shall have the right to participate, at its sole cost and expense, in the defense of any such claim, complaint, suit proceeding or course of action referred to in this paragraph utilizing legal counsel of its choice, provided however that the Indemnifying Party shall have full authority and control to handle any such claim, complaint, suit, proceeding or course of action, including any settlement or other disposition thereof, for which indemnification has been sought under this Section.

Insurance. I-MAB shall secure and keep in force during the term of this Agreement, at its sole cost and expense, a commercial product insurance and clinical trial insurance policy and any other insurance policies as customarily used in the pharmaceutical industry in the Territory and/or Optional Territory, as applicable.

ASSIGNMENT

This Agreement and the licenses and sublicenses herein granted shall be binding upon and inure to the benefit of the successors in interest of the respective Parties.

Without the prior written consent of the other Party, neither Party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that I-MAB may, with such consent, but not to be unreasonably withheld, assign this Agreement and its rights and obligations hereunder to an Affiliate, to the purchaser of substantially all of its assets required for the further Development and Commercialization of the Licensed Products in the Territory and the Optional Territory (as applicable), or to its successor entity or acquirer in the event of a merger, consolidation or change in control of I-MAB. Any attempted assignment or delegation in violation of the preceding sentence shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Ferring or I-MAB, as the case may be. In the event either Party seeks and obtains the other Party’s consent to assign or delegate its rights or obligations to another Party, the assignee or transferee shall assume all obligations of its assignor or transferor under this Agreement. Notwithstanding anything herein to the contrary, in no event may Ferring assign or grant a license under any portion of the Sublicensed Intellectual Property in the Territory or Optional Territory (as applicable), or sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder, to a then existing or prospective direct competitor of I-MAB for the Licensed Product in the Territory or Optional Territory (as applicable). Any attempted assignment, license or delegation in violation of the preceding sentence shall be void and of no effect.

INDEPENDENT CONTRACTORS

It is expressly agreed that Ferring, on the one hand, and I-MAB, on the other hand, shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither Ferring, on the one hand, nor I-MAB, on the other hand, shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other, without the prior written consent of the other Party to do so, such consent not to be unreasonably conditioned, withheld or delayed. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

NOTICES

Notice Requirements. Any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed given only if delivered by hand or sent by facsimile transmission (with transmission confirmed) or by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified in Section 17.2 or to such other address as the Party to whom notice is to be given may have provided to the other Party in accordance with this Section 17. Such notice shall be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or on the third Business Day (at the place of delivery) after deposit with an internationally recognized overnight delivery service. Any notice delivered by facsimile shall be confirmed by a hard copy delivered as soon as practicable thereafter. This Section 17 is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

Address for Notice.

ENTIRE AGREEMENT; WAIVER

Entire Agreement; Amendments. This Agreement, together with the Schedules attached hereto, sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded hereby, including that certain confidential disclosure agreement between Ferring and I-MAB dated September 25, 2016. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. No amendment, modification, release or discharge shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other Party whether of a similar nature or otherwise.

English Language. This Agreement shall be written and executed in, and all other communications under or in connection with this Agreement shall be in, the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict in interpretation between the English version and such translation, the English version shall control.

References. Unless otherwise specified; (a) references in this Agreement to any Article, Section or Schedule means references to such Article, Section or Schedule of this Agreement; (b) references in any section to any clause are references to such clause of such section; and (c) references to any agreement, instrument or other document in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently varied, replaced or supplemented from time to time, as so varied, replaced or supplemented and in effect at the relevant time of reference thereto.

Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural shall include the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” as used herein means including, without limiting the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party.

SEVERABILITY

To the fullest extent permitted by Applicable Law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal, or unenforceable in any respect. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, in any respect, then such provision will be given no effect by the Parties and shall not form part of this Agreement. To the fullest extent permitted by Applicable Law and if the rights or obligations of either Party will not be materially and adversely affected, all other provisions of this Agreement shall remain in full force and effect, and the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal, or unenforceable that is consistent with Applicable Law and achieves, as nearly as possible, the original intention of the Parties.

Further Assurance. Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

Registration. Either Party shall have the right at any time to record, register or otherwise notify (collectively, “Register”) this Agreement with or to appropriate governmental or regulatory offices after having first given thirty (30) days’ written notice to the other Party of its intention so to do; provided however, that if feasible, such Registration shall be made pursuant to confidentiality protections, if available, and otherwise, except as may be required under law, all financial and other material and sensitive business terms of this Agreement shall be redacted from any copy of this Agreement that is to Registered. The other Party shall provide reasonable assistance in effecting such Registration.

GOVERNING LAW; RELIEF

Governing Law. This Agreement shall be governed by, and construed in accordance with Swiss law, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.

Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, either Party shall be entitled to seek interim relief from, and bring suit before, any court of competent jurisdiction based on the cause of action of intellectual property infringement.

Equitable Relief. The Parties acknowledge and agree that the restrictions set forth in Section 5 are reasonable and necessary to protect the legitimate interests of the Parties and that neither Party would not have entered into this Agreement in the absence of such restrictions imposed on the other Party by these provisions, and that any breach or threatened breach of any provision of Section 5 may result in irreparable injury to the non-breaching Party for which there will be no adequate remedy at law. Notwithstanding anything to the contrary in this Agreement, in the event of a breach or threatened breach of any provision of Section 5, the non-breaching Party shall be authorized and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and in addition to any other rights or remedies to which such non-breaching Party may be entitled in law or equity. To the maximum extent permitted under Applicable Law, both Parties agree to waive any requirement that the other Party: (a) post a bond or other security as a condition for obtaining any such relief; and (b) show irreparable harm, balancing of ▇▇▇▇▇, consideration of the public interest or inadequacy of monetary damages as a remedy. Nothing in this Section 21.3 is intended, or should be construed, to limit either Party’s right to equitable relief or any other remedy for a breach of any other provision of this Agreement.

FORCE MAJEURE

If either Party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement, by reason of a Force Majeure, then, upon written notice by the Party liable to perform to the other Party, the requirements of this Agreement or such of its provisions as may be affected (excluding, however, any obligation to pay money) and to the extent so affected, shall be suspended during the period of such Force Majeure; provided, that the Party asserting a Force Majeure shall bear the burden of establishing the existence of the Force Majeure, shall use its best efforts to remove the Force Majeure, shall continue performance with dispatch whenever such causes are removed, and shall notify the other Party of the Force Majeure not more than ten (10) calendar days from the time of the event; provided, however, that the Party not asserting the Force Majeure shall have the right, upon payment of all sums due and owing under this Agreement, to terminate the Agreement upon written notice to the Party asserting the Force Majeure if the Force Majeure continues for more than three (3) months.

DISPUTE RESOLUTION

Dispute Resolution. If a dispute arises between the Parties in connection with the interpretation, validity or performance of this Agreement or any document or instrument delivered in connection herewith (a “Dispute”), then either Party shall have the right to refer such dispute to the Parties’ executive officers for attempted resolution by good faith negotiations during a period of thirty (30) days. Any final decision mutually agreed to by the executive officers shall be conclusive and binding on the Parties. If such executive officers are unable to resolve such Dispute within such thirty-day period, the Dispute will be settled by the Courts of the city of Lausanne. Either Party may enter such award in a court having competent jurisdiction and any Party to the Dispute may apply to a court of competent jurisdiction for enforcement of such award.

Continuing Performance. The Parties agree to continue performing their respective obligations under this Agreement to the extent practicable while any Dispute is being resolved hereunder unless and until such obligations are terminated or expire in accordance with the provisions hereof

EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic signatures and such signatures shall be deemed to bind each Party as if they were original signatures.

/s/ Ferring International Center SA

/s/ I-Mab

Application No.

PCT/NL2015/050837

Application No.

PCT/IB2015/002459

Application No.

00 108 691.7

Application No.

04 020 455.4

PCT/EP2005/009247

11/660,461

2575800

2007-528753

Application No.

06 013 668.6

PCT/EP2007/005812

2007263939

▇▇▇▇▇▇▇▇▇-5

2656440

200780024879.1

200802396

10742/DELNP/2007

2009-517012

▇▇-▇▇▇▇-▇▇▇▇▇▇

200814839

12/307,003

14/109,466

14/689,635