EX-10.19





 Exhibit 10.19 

Contract Number: 
 Product Development Agreement of
TG103 Project Between I-Mab Biopharma (Shanghai) Co., Ltd. and CSPC Baike (Shangdong) Biopharmaceutical Co., Ltd. 

December 10th, 2018 

  
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 This Intellectual Property Licensing and Product Development Agreement (“this Agreement”) is
signed by and between the following parties on December 10th, 2018: 
 I-Mab Biopharma (Shanghai) Co., Ltd.,
registered address: *** (“I-Mab Biopharma”); and 
 CSPC Baike (Shangdong) Biopharmaceutical
Co., Ltd., registered address: *** (hereinafter referred to as “CSPC Group”). 
 Each of I-Mab
Biopharma and CSPC Group may be hereinafter individually referred to as “one party”, “each party” or “the Parties” and collectively as “both parties”. 

WHEREAS, 
  

	1.	 I-Mab Biopharma is an innovative biopharmaceutical research and
development company in the fields of autoimmune diseases, oncology immune and immune-mediated inflammatory diseases, who owns the rights of regional development and commercialization of TG103 and related intellectual property rights in China.
I-Mab Biopharma is seeking strategic partners for product development and commercialization in China. 


  

	2.	 CSPC Group is one of the leading comprehensive pharmaceutical companies in China, with product pipeline in
innovative drugs and professional product marketing ability, who has synergy with I-Mab Biopharma’s development areas. 



Parties are willing to carry out strategic cooperation on TG103 products, and develop and commercialize TG103 products for the treatment of type
2 diabetes mellitus and all indications related to this product in the territory. 
 THEREFORE, the parties have reached the following agreements, which
shall be abided by both parties. 
  

	1.	 DEFINITIONS RELATED TO THIS AGREEMENT 



 

	1.1	 Affiliate: refers to: (1) Any company or business entity in which one party directly or indirectly
owns fifty percent (50%) or more of its shares; or (2) any company or business entity that directly or indirectly owns fifty percent (50%) or more shares of one party; or (3) any company or business entity directly or indirectly controlled
by the company or business entity as described in (1) or (2); to refer to any company or business entity, as described in (1), (2) and (3), as the “Affiliate” of a party, a relevant written notice shall be issued by the party to the
other party and inform the other party about the Affiliate in the notice. 


 Certificate of ownership of property rights
of I-Mab Biopharma and its Affiliates and TG103 Project can be found in Annex 3. 
  

	1.2	 Third-party: refers to parties other than (1) Party A and its Affiliates; and (2) Party B and
its Affiliates. 


  

	1.3	 TG103 product: refers to the long-acting recombinant GLP-l Fc
fusion protein injection (including related patents) developed by I-Mab Biopharma based on the technology of hyFc technology platform. 



  
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 For the avoidance of doubt, the TG103 project is the same as the project underlying “Clinical
Approval of TG103 for Injection approved by the CDE in China with the approval number of 2018L02834”. The clinical approval and product structure and sequence of the project are shown in Annex 1. 

 

	1.4	 Patent: Each party’s patent applications or patents of TG103 and its related patents (including
divisional applications and acquired patent rights). 


  

	1.5	 Proprietary technology: refers to non-public technology and
other information owned by the parties, including but not limited to concepts, discoveries, data, designs, molecular formulas, R&D plans, test and detection designs, test and test results, processes, test records, and data of chemistry,
pharmacodynamics, toxicology, clinical, analytical and quality control, data analysis, reports and summaries. 


  

	1.6	 Genexine’s intellectual property: refers to the patented hyFc platform of Genexine, Inc., a
Korean company, and the patents related to the licensed products granted by Genexine, Inc. to I-Mab Biopharma to use and sublicense (details of Genexine’s intellectual property rights can be found in
Annex 2 of this Agreement). hyFc platform refers to that a Fc fragment of IgG4 fused with the amino acid sequence of the target protein as defined in the Chinese Patent No. 201410851771, where amino acids at the position of 231-240 on IgG4 are replaced by the CH2 domain of IgD, thereby forming a long-acting protein drug with a longer half-life than the current protein, and the fusion protein formed only has a FcRn
site without Fcy Rs binding sites, avoiding stimulating cell lysis and producing immunogenicity. This Fc structure of IgD/IgG4 is the hyFc platform. 



 

	1.7	 Licensed compound: refers to a long-acting recombinant GLP-l Fc fusion protein. The molecular structure
and sequence of the fusion protein are presented in the Annex I. 


  

	1.8	 Licensed intellectual property rights: refers to I-Mab
Biopharma’s patents and proprietary technologies related to the licensed compounds and licensed products. 


  

	1.9	 New intellectual property rights: refers to any improvement, enhancement, modification or change of the
patents and proprietary technology related to the development and production of the licensed compounds and licensed products after the date of this Agreement. 



 

	1.10	 Licensed products: refers to one or more pharmaceutical (including diagnostic) products, including or
containing (1) TG103, alone or in combination with one or more of any and all other forms of active ingredients, current and future formulations , dosage forms and dosages, and methods of administration; or (2) any fragment
(including antigen binding regions or sequences or portions), variations, improvements, modifications or derivatives thereof. 


  

	1.11	 Treatment field: refers to type 2 diabetes mellitus, including combination therapy with other
pharmaceuticals for type 2 diabetes mellitus and all potential indications of the product. 


  

	1.12	 Territory: refers to the People’s Republic of China, excluding Hong Kong, Macao and Taiwan.



  

	1.13	 BLA Approval/Market Approval: refers to the first-time marketing approval of the licensed product in the
treatment area in the territory obtained from the drug regulatory agency. 


  

	1.14	 Reasonable commercial efforts: refers to that the efforts and resources used in the development and
commercialization of the licensed products shall be consistent with the efforts and resources used by companies of similar size in the pharmaceutical industry during similar product development and commercialization phases. 



 

	1.15	 First commercial sale: refers to the first sale or consumption of a licensed product to a third party
for final use in the territory. 



  
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	1.16	 Net sales revenue: refers to the total amount of invoices issued by CSPC Group and its Affiliates and sub-licensees to unrelated third parties for the sale of products in the applicable areas, after deducting the following deductions relating to the sale of products in the applicable areas (if included in the total
sales price of the products invoiced or directly paid or assumed by CSPC Group and its Affiliates and sub-licensees): (1) allowed discounts of trade, quantity and cash; (2) any discounts, refunds,
rebates, price adjustments or any other similar subsidies (excluding salesperson commissions) that in substance reduced the net sales prices, and are compliant with China’s Generally Accepted Accounting Principles and applicable jurisdiction
laws; (3) recycling and subsidy of licensed products; and (4) any value-added tax levied on licensed products. 


  

	2.	 PURPOSE AND APPROVAL OF THE AGREEMENT 



 

	2.1	 I-Mab Biopharma warrants to own the following rights and shall provide
proof for such ownership: 


  

	 	(1)	 Description of intellectual property rights owned by I-Mab Biopharma:
Fusion polypeptide containing glucagon-like peptide-1 and immunoglobulin hybrid Fc and its application; Patent Application Number CN2010101771.1 and CN2015800643.8 



 

	 	(2)	 Description of technology owned by I-Mab Biopharma: possession of
patented technology and technology secrets, the licensed products can be produced independently and effectively by the CMO company designated by I-Mab Biopharma. 



 

	2.2	 The purposes of this Agreement to be entered into by and between CSPC Group and
I-Mab Biopharma (Tianjin) Co., Ltd. are: 


  

	 	(1)	 The exclusive licensing of I-Mab Biopharma to CSPC Group for the use of
patented technology owned by I-Mab Biopharma; and 


  

	 	(2)	 Transfer of production technology (not inferior to the current technical level of this licensed compound) and
process to the CSPC Group and in coordination with the CSPC group for technical optimization. 


  

	2.3	 Subjecting to the terms and conditions of this Agreement, I-Mab
Biopharma grants CSPC Group in the territory the exclusive, sole, non-transferable, irrevocable and sub-licensable license of the intellectual property rights during the
valid term of this Agreement, so as to develop and commercialize the licensed compound(s) and licensed product(s) within the territory. 


  

	2.4	 The CSPC Group may grant sub-licenses in the territory, but prior
written consent of I-Mab Biopharma (I-Mab Biopharma shall not unreasonably refuse to agree) shall be the condition precedent for such
sub-licenses (except for sub-licnesing to the Affiliates of the CSPC Group), and shall be subject to the restrictions on the CSPC Group as well as the obligations the
CSPC Group under this Agreement. 


  

	2.5	 If, during the valid term of this Agreement, part or all of the licensed intellectual property rights become
invalid, and the invalidation is not due to the violation of the relevant statements, guarantees and commitments made by I-Mab Biopharma in this Agreement, this Agreement shall continue to be in force with
respect to any other valid intellectual property rights. In this case, during the valid term of this Agreement, the CSPC Group shall continue to be obliged to pay the fees agreed upon by both parties under Article 3 of this Agreement for the
licensing of intellectual property rights (including patents and proprietary technologies) under this Agreement. 



  
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	3.	 PAYMENTS AND PAYMENT METHOD 



 

	3.1	 Upfront payment 



The upfront payment is RMB15.0 million (capital: RMB fifteen million yuan), and CSPC Group will pay the upfront payment within 30 (thirty)
days after the entry into force of this Agreement. The upfront payment will not be refunded for any reason except for the reasons specified in paragraph 7.3.1 of this Agreement. 

 

	3.2	 Developmental milestone payments 



 

	3.2.1	 CSPC Group will pay milestone payments to I-Mab Biopharma within 30
(thirty) days after the following milestones are achieved: 


  

					
	 Serial
No.
	  	 Milestone Event
	  	 Milestone Payment (Unit: RMB)

	1	  	Authorized development changes for clinical approval	  	RMB15 million (RMBfifteen million)
	2	  	Completion of production process transfer	  	RMB10 million (RMB ten million)
	3	  	Phase II clinical end point	  	RMB25 million yuan (RMB twenty-five million)
	4	  	Phase III clinical end point	  	RMB35 million (RMBthirty-five million)
	5	  	 BLA Approval / Market Approval
 Market
Approval
	  	RMB50 million yuan (RMBfifty million)

  

	3.2.2	 Determination of milestone event realization 



CSPC Group shall notify I-Mab Biopharma immediately when the above milestone events have been achieved.
If the CSPC Group fails to notify I-Mab Biopharma of the achievement of the milestone event, but I-Mab Biopharma has reason to believe that the milestone should be
achieved, I-Mab Biopharma may inform the CSPC Group in writing, and both parties shall immediately meet to discuss the matter about the realization of the milestone event. Disputes over the realization of
milestone events may be resolved by means of dispute resolution under this Agreement. 
  

	3.3	 Sales commission 



 

	3.3.1	 Percentage of sales commission 



Within the sales commission period, the CSPC Group will pay sales commission to I-Mab Biopharma in
accordance with the percentage of sales commission agreed in the following table on the basis of the annual net sales revenue of licensed products in the calendar year: 
  

							
	 Serial
No.
	  	 Annual Net Sales Revenue of Licensed Product(s) (Unit:
RMB)
	  	Percentage of Sales
Commission	 
	 1
	  	Less than RMB500 million (including this number)	  	 	5	% 
	 2
	  	RMB500 million to RMB1 billion (including these numbers)	  	 	8	% 
	 3
	  	RMB1 to RMB2.5 billion (including these numbers)	  	 	9	% 
	 4
	  	More than RMB2.5 billion	  	 	10	% 


  
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	3.3.2	 The term of commission of the product shall be the following, whichever later: 



 

	 	(1)	 Later patent expiration date of licensed product patent application No. 201410851771.1 and 201580071643.8
(the ultimately authorized GLP-1’s claims part) in the territory; or 


  

	 	(2)	 Ten (10) years after the first commercial sale of licensed products in the territory.



  

	3.4	 Tax duties 



The above-mentioned upfront payment, milestone payments and sales commission paid/to be paid by CSPC Group do not include value added tax, and
the value-added tax shall be borne by CSPC Group. Other taxes shall be borne by both parties in accordance with the law. 
  

	3.5	 Invoice 



Within 30 (thirty) working days after the receipt of the upfront payment, milestone payment and sales commission payment, I-Mab Biopharma shall issue a special VAT invoice with a tax rate of 6% or the applicable tax rate in accordance with the laws at that time to the CSPC Group. The CSPC Group shall pay the corresponding tax to I-Mab Biopharma 30 (thirty) working days after receipt of the invoice. 
  

	3.6	 Accounting books and records 



 

	3.6.1	 The CSPC Group shall keep complete and appropriate accounting records and books, including financial receipts
and monthly and quarterly accounting statements showing the sales, deductions, net sales revenue and other quantities and descriptions of the licensed product it sells, in accordance with relevant laws and regulations of China.



  

	3.6.2	 The above accounting records and books shall be kept separately from all other records and books not related to
the licensed product and shall be subject to inspection by I-Mab Biopharma or its duly authorized representative or agent. 



 

	3.6.3	 The CSPC Group shall allow I-Mab Biopharma (or its representative) to
check, audit and inspect all account books, records, audit reports, documents and other matters related to the production and sale of the licensed product in a reasonable time at most once every year, and the expenses shall be borne by I-Mab Biopharma. The manner and time of the above-mentioned checking, auditing and inspection shall not adversely affect the operation of CSPC Group or the sales of the licensed and transferred products, and the
results of such checking, auditing and inspection shall be kept confidential. 


  

	4.	 RESEARCH AND DEVELOPMENT 



 

	4.1	 Obligations of CSPC Group 



 

	4.1.1	 General agreement: 



CSPC Group has the final decision on the development of licensed compounds and licensed products in the therapeutic field in the territory,
including related research and development, clinical trials and registration activities. 

  
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	4.1.2	 Accountability: 



The CSPC Group shall make reasonable commercial efforts to develop licensed compounds and licensed products to commercialize them in the
territory as soon as possible. Such development should be carried out according to the research and development plan jointly determined by both parties. The CSPC Group shall make reasonable commercial efforts to implement the R&D plan in order
to obtain marketing license for the licensed products in the field of treatment in the territory as soon as possible. Any change to the R&D plan shall be discussed and agreed by the Joint Development Committee. 

 

	4.2	 Obligations of I-Mab Biopharma 



 

	4.2.1	 I-Mab Biopharma is not allowed to develop for itself or for others the
long-acting recombinant GLP-1 Fc fusion proteins and products with competitive mechanism at the same targets based on the technology of hyFc technology platform in the territory. 



 

	4.2.2	 In order to ensure the development of licensed products in the field of treatment in the territory, I-Mab Biopharma should continue to assist the CSPC Group in completing the pre-clinical study of the licensed products required by the Chinese drug approval departments, and
provide all the research records and data. 


  

	4.2.3	 I-Mab Biopharma shall make reasonable commercial efforts to assist in
the transfer of licensed products to the production technology of CSPC Group. The technical indicators of production technology transfer shall not be lower than the existing technical level. The plan and acceptance criteria of production technology
transfer are listed in Annex 5. 


  

	4.2.4	 I-Mab Biopharma shall make reasonable commercial efforts to assist or
guide the CSPC Group in continuous optimization of production process of the licensed product. 


  

	4.3	 Project leader: 



Within 30 (thirty) days from the date of signing this Agreement, each party shall appoint the corresponding project leader and shall notify the
other party in writing in time. Each party shall notify the other party in writing in time when replacing its project leader. The project leaders will be responsible for facilitating the communications and coordinating in actions between the parties
in accordance with the terms of this Agreement. 
  

	5.	 COMMERCIALIZATION 



 

	5.1	 General agreement: 



CSPC Group has the final decision on the commercializtion of the licensed compounds and licensed products in the therapeutic field in the
territory. 
  

	5.2	 Accountability: 



CSPC Group shall make reasonable commercial efforts to start the marketing and sales activities of the licensed products within a reasonable
time after obtaining the sales license from the governmental departments. 
  

	5.3	 Reporting: 



CSPC Group shall provide summary report of the commercialization activities of its licensed products for the preceding six-month period on semi-annual basis. 

  
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	6.	 JOINT DEVELOPMENT COMMITTEE 



 

	6.1	 Both parties agree to establish a Joint Development Committee (JDC) to monitor and coordinate the actions of
the parties and promote communications and cooperation between the two parties. The JDC is specifically responsible for: (1) Supervising the progress of development activities; (2) Discussing the issues of safety, scientific and technical
issues arising from the development of licensed products; discussing and proposing solutions for any delays or overdue delays in the development protocol; and (3) Performing other appropriate functions and making other appropriate decisions in
accordance with the written consent of both parties. 


  

	6.2	 Composition of the JDC: The JDC consists of 4 (four) members, 2 (two) appointed by each Party. Members of the
JDC should have the appropriate technical capabilities, industry experience and knowledge. Within thirty (30) days from the date of signing this Agreement, each party shall appoint the initial members of the JDC and notify the other party in
writing in a timely manner. If one party replaces the appointed member(s) of the JDC, the other party shall be promptly notified in writing. The JDC has two co-chairs, one appointed by the CSPC Group and one
by I-Mab Biopharma. 


  

	6.3	 The duties of the Co-Chairs are responsible for convening and presiding
over the JDC meetings and preparing the minutes of the JDC meetings. 


  

	6.4	 JDC meetings: The JDC will decide for itself when to convene a JDC meeting, but at least once every quarter.
The JDC Meetings may be convened in the form of meetings by person, teleconferences or videoconferences, but at least one meeting by person shall be held in each calendar year. Each party shall bear the cost of its participation in the JDC meetings.
Members of each party who are not members of the JDC may be invited to participate in the JDC meetings as required. 


  

	7.	 INTELLECTUAL PROPERTY RIGHTS 



 

	7.1	 Background intellectual property rights 



 

	7.1.1	 The licensed intellectual property rights of I-Mab Biopharma,
Genexine’s intellectual property rights and all intellectual property rights of the CSPS Group on the effective date of this Agreement shall be owned by each party. I-Mab Biopharma is responsible for the
preparation, application, implementation and maintenance of the patents for TG103 product. Since the entry into force of this Agreement, all fees incurred in the Territory for the implementation and maintenance of the patents of TG103 product will
be paid by the CSPC Group to I-Mab Biopharma on the basis of invoices provided by I-Mab Biopharma. 



 

	7.1.2	 I-Mab Biopharma shall grant
sub-licensing of Genexine’s intellectual property rights to CSPC Group for the development of TG103 product. 


  

	7.2	 New intellectual property rights 



Both parties agree that in the term of this Agreement, both parties shall have the right to continuously improve and optimize the licensed
products or licensed compounds, including, but not limited to, process improvement, quality improvement, extension of the scope of application of the licensed products or licensed compounds, and extension of the mode of application of the licensed
products or licensed compounds. For the new intellectual property rights arising from the implementation of the above-mentioned improvements, the parties agree as follows: I-Mab Biopharma will grant the
license of its new intellectual property rights generated by the implementation of the above-mentioned improvements for exclusive and free use to the CSPC Group in the territory, and the CSPC Group is responsible for paying the application and
maintenance fees for the new patents in the territory; the new intellectual property rights generated by the implementation of the above-mentioned improvements by the CSPC Group belong to the CSPC Group. 

  
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	7.3	 Claims and infringement 



 

	7.3.1	 I-Mab Biopharma shall guarantee that it has the complete rights to the
licensed TG103 project, including license, sub-license, patent application right and patent right. After the entry into force of this Agreement, it shall guarantee that the CSPC Group shall acquire and enjoy
the right of free implementation. If a patent authorization for the licensed compound is not obtained from China Intellectual Property Office, or if the CSPC Group fails to exercise its right of free implementation, the CSPC Group has the right to
unilaterally terminate/end this Agreement, or continue to license the product development of the compound, or implement this Agreement and perform all rights and obligations. In case the CSPC Group terminates this Agreement for the above reasons, it
may issue a Contract Termination Letter to I-Mab Biopharma by entrusted attorney. I-Mab Biopharma shall refund the full amount paid by the CSPC Group within 30 natural
days after receiving the Letter. 


  

	7.3.2	 If a third party submits a claim of any nature claiming that the licensed intellectual property rights used by
the CSPC Group infringe or may infringe upon its patent or other proprietary rights, or that there are facts that may lead to such claims, the CSPC Group shall notify I-Mab Biopharma immediately when it knows
such claims or facts. However, the CSPC Group shall not take any action related to such claims or infringements without obtaining the written consent of I-Mab Biopharma.
I-Mab Biopharma shall notify the CSPC Group within three calendar days whether it intends to defend against such claims. If I-Mab Biopharma chooses to make a defense, I-Mab Biopharma shall, in its own name or in the name of the CSPC Group (as the case may be), exclusively control the defense and bear the expenses, but the CSPC Group shall give all reasonable assistance to I-Mab Biopharma for this purpose. If I-Mab Biopharma chooses not to make a defense, the CSPC Group shall have exclusive control over the defense and bear the expenses by its
own, but I-Mab Biopharma shall give all reasonable assistance to CSPC Group for this purpose. 


  

	7.3.3	 If a third party submits any claim for the licensed intellectual property rights stated in Paragraph 7.3.1 and
the CSPC Group suffers any claim, loss or damage as a result of such claim, unless such claim, loss or damage is caused by the violation of the obligations of this Agreement by the CSPC Group or the failure for CSPC Group to use the licensed
intellectual property rights in accordance with the provisions of this Agreement, I-Mab Biopharma shall make compensation to the CSPC Group and bear the responsibility of making compensation with and bear the
related expenses for the CSPC Group. Notwithstanding the above provisions, the total amount of the liability of I-Mab Biopharma shall not exceed the sum of the following items: (1) the upfront payment
actually received by I-Mab Biopharma in accordance with the terms of this Agreement; (2) any milestone payments actually received by I-Mab Biopharma in accordance
with the terms of this Agreement; and (3) any other payments actually received by I-Mab Biopharma in accordance with the terms of this Agreement. 



 

	7.3.4	 If the CSPC Group learns any information about third party infringement or possible infringement of the
licensed intellectual property rights of I-Mab Biopharma, it shall immediately notify I-Mab Biopharma. However, the CSPC Group shall not take any action related to such
infringements without obtaining the prior consent of I-Mab Biopharma. I-Mab Biopharma shall consult with the CSPC Group within three working days after receiving the
notification from the CSPC Group to determine that one party shall take legal action and the other party shall give all reasonable assistance. In the meantime, if negotiations fail, the CSPC Group has the right to unilaterally take measures to
safeguard its rights. If either party takes legal action, the two parties may negotiate the share of expenses and the attribution of compensation. 



  
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	7.3.5	 If I-Mab Biopharma decides not to take action under Paragraph 7.3.4
above, the CSPC Group may bring lawsuit against the infringing party at its own expense after obtaining written consent from I-Mab Biopharma, and I-Mab Biopharma shall
give all reasonable assistance as required by the CSPC Group. All compensation that may be obtained by the CSPC Group for taking action on third-party infringements is owned by the CSPC Group. Notwithstanding the above provisions, the CSPC Group
shall not reach compromise, settlement or agreement with any third party on the licensed intellectual property rights without the written consent of I-Mab Biopharma. 



 

	7.3.6	 If a third party makes claims of any nature concerning the new intellectual property rights, the CSPC Group
shall immediately notify I-Mab Biopharma of such claims or facts. The CSPC Group has the right to take any action related to such claims or infringements and to inform
I-Mab Biopharma in a timely manner. If the CSPC Group waives to take action or make defense, I-Mab Biopharma has the right to decide whether to take action or raise
defense in its own name, but the CSPC Group shall give all reasonable assistance to I-Mab Biopharma for this purpose. 


  


	7.3.7	 One of the parties to this Agreement shall not be liable for any special, incidental or indirect damages
suffered by the other party as a result of the contract, intellectual property infringement, breach of warranty or other agreements. 


  

	8.	 INFORMATION EXCHANGE 



Data sharing mechanism between the two parties: I-Mab Biopharma will coordinate with Genexine to share
clinical study protocols and data, all clinical trials protocols, trial data and conclusions with the CSPC Group in China and beyond, to support the global clinical development and commercialization of the licensed product(s). 

 

	9.	 REPRESENTATION AND WARRANTIES 



 

	9.1	 The parties hereby mutually represent and warrant that: (1) It is a validly existing entity under the
applicable laws of its jurisdiction; (2) It has the necessary authorization to complete the services under this Agreement, including but not limited to the approval of relevant government departments or other institutions, and it has sufficient
capacity, rights and powers to implement and deliver this Agreement and to fulfil its obligations under this Agreement; (3) This agreement, upon its conclusion, shall constitute a legally enforceable, valid and binding agreement; (4) No
violation of applicable laws and regulations occurred during the negotiation and facilitation of the signing of this Agreement by each party or its affiliated companies; (5) Each party warrants compliance and ensures that its affiliates that
may participate in this Agreement comply with applicable laws and regulations in the performance of this Agreement; (6) The execution of this Agreement by each party or its affiliated company shall not conflict with any obligations it may
assume to any other person or the rights and obligations under any other agreement it may sign; and (7) In case of becoming aware of any violation of this Term, the Party shall immediately notify the other party. If one party violates the
representations and warranties, the other party shall be compensated for the loss. 


  

	9.2	 To the knowledge of I-Mab Biopharma, there are no pending or potential
claims or investigations for the licensed intellectual property rights. To the knowledge of I-Mab Biopharma, the license under this Agreement does not violate the relevant legal provisions or the rights of any
third party. To the knowledge of I-Mab Biopharma, the production, use and sale of licensed products will not infringe upon the intellectual property rights of any third party in the territory.



  

	10.	 TERMINATION 


  

	10.1	 This Agreement shall come into force immediately upon signature by both parties and shall have full legal
effect during the validity of this Agreement unless terminated in advance in accordance with this Agreement, provided that such termination shall not affect: 


  


	 	(1)	 The rights and obligations already enjoyed and assumed by the parties on the date of termination; or




  
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	 	(2)	 the continued existence and validity of the rights and obligations of the parties under the terms and
conditions intended to survive termination and the provisions necessary for the interpretation or execution of this Agreement. 


  

	10.2	 Unless otherwise provided in this Agreement, this Agreement may be terminated in the following circumstances,



  

	 	10.2.1	 Unless otherwise specified, if one party seriously violates this Agreement, the other party may terminate this
Agreement by giving notice to such effect. If such breach could be corrected, but the defaulting party fails to make such correction within 60 (sixty) days after receiving the notification, this Agreement may be terminated. 



 

	 	10.2.2	 In case the force majeure lasting for 6 (six) months or other events that render the purpose of this Agreement
unachievable cause the CSPC Group to stop the research, development, production and sale of the licensed products, and the parties fail to find a fair solution, either party may notify the other party to terminate this Agreement;



  

	10.2.3	 If a party becomes bankrupt or insolvent, or is subject to liquidation or dissolution procedures or
arrangements, or ceases to operate, or is unable to pay the debts due, the other party may terminate this Agreement by giving notice; 


  

	10.2.4	 If, for the reasons of the CSPC Group, the CSPC Group fails to obtain the approval or registration from the
regulatory authority required to sell the Licensed Products in the territory in accordance with the business plan and timetable approved from time to time by its board of directors, or the CSPC Group ceases to engage in the licensed product
development or product registration in accordance with the written resolution of its board of directors, I-Mab Biopharma may terminate this Agreement by issuing a notice to the CSPC Group.



  

	10.3	 Upon the termination/ending of this Agreement for any reason, the CSPC Group shall immediately stop using the
licensed intellectual property rights provided by I-Mab Biopharma and stop producing the licensed products. CSPC Group shall promptly transfer to I-Mab Biopharma all
relevant data, information, cell lines, production processes and clinical samples of the licensed compounds and licensed products owned by the CSPC Group. 


  

	10.4	 Payment by the CSPC Group shall be suspended if this Agreement is terminated/ended by Clause 10.2.



  

	10.5	 CSPC Group shall return all the licensed intellectual property rights to
I-Mab Biopharma upon the early termination of this Agreement, including improved technology and technical documents related to the licensed intellectual property rights provided by I-Mab Biopharma that are recorded in any material form (including but not limited to any written records). CSPC Group, on behalf of itself and its employees, agrees that, at the time of termination or expiration of
this Agreement and beyond, copies of the licensed intellectual property rights in any form of materials or technical documents related to the licensed intellectual property rights shall not be made or retained, except for the purpose of archival
retention. 


  

	10.6	 Within 6 months after the signing of the Agreement, I-Mab Biopharma
will solve all intellectual property issues stated in Annex 6. Otherwise, I-Mab Biopharma will be deemed to have violated the agreements in Clause 7.3.1, and the CSPC Group has not obtained and enjoyed the
right of free implementation. The CSPC Group will have the right to terminate this Agreement. I-Mab Biopharma will assume the liability for breach of contract within 30 days after receipt of the termination
document in accordance with the agreements of Clause 7.3.1 by refunding the contractual amount of money that CSPC Group has paid. CSPC Group shall return all the licensed intellectual property rights to I-Mab
Biopharma, including improved technology and technical documents related to the licensed intellectual property rights provided by I-Mab Biopharma that are recorded in any material form (including but not
limited to any written records). 



  
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	11.	 FORCE MAJEURE 



 

	11.1	 Force majeure event means any event that the Parties could not be expected to foresee, or, even that is
predictable, but unavoidable, that is entirely beyond the control of the Parties, and that prevents the obligations of the Agreement from being performed fully or partially by either Party. Such incidents include, but are not limited to, stoppages,
explosions, accidents, acts of natural disasters or public enemies, fires, floods, accidents, war riots, rebellions and any other similar probable events. 


  

	11.2	 In the event of force majeure, which prevents both parties from fulfilling any contractual obligations under
this Agreement, such contractual obligations shall be suspended during the period of delay in performance due to force majeure, and the time of performance of such contractual obligations shall automatically be extended to the time equivalent to the
suspension of such events without penalty. 


  

	11.3	 The party subject to force majeure shall notify the other party within 15 (fifteen) days of the occurrence of
the event concerned and provide the other party with an effective proof of the occurrence of force majeure. Within a reasonable period thereafter, the party subject to force majeure shall provide the other party with evidence of the occurrence of
force majeure issued by the relevant agency. The party subject to force majeure shall also make every reasonable effort to reduce the impact of such force majeure. 



 

	11.4	 After occurrence of the event of force majeure, both parties shall consult immediately to agree on a fair
solution (which may include early termination or extension of the term of this Agreement) and shall make every reasonable effort to reduce the consequences of such force majeure. 



 

	12.	 CONFIDENTIALITY AND PUBLICITY 



 

	12.1	 Confidential information. 



Confidential Information means all information and materials disclosed by one party or on behalf of the party or its affiliates or their
related persons (“Disclosing Party”) to the other party or its affiliates or their related persons (“Recipient”). Confidential information includes all the contents agreed upon in this Agreement, the existence, terms and purposes
of this Agreement, the nature of any dispute, the results of any arbitration proceedings arising out of or relating to this Agreement, and all information and materials involved in the implementation of this Agreement, including but not limited to
the nature of the project, test contents and progress, samples, programs, skills, amounts of money, materials, information, products, plans, technologies, data, experiments, market data, marketing, finance, sources of supply, business information,
business plans, forecasts, structures, concepts, methods, methodologies, procedures, experiments, models, tests, original atlas, photographs, proprietary skills, technical know-how, inventions, patent
applications, patent applications and any other documents and information, or information concerning third parties that are under the obligation of confidentiality of the Disclosing Party, whether the information is disclosed by the Disclosing Party
to the Recipient in writing, orally or otherwise. 

  
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	12.2	 Confidentiality obligations. 



Unless otherwise provided in this Agreement, the Recipient shall, and shall ensure that its relevant personnel, (1) keep confidential of
the confidential information during the term of this Agreement, and this obligation of confidentiality shall remain valid after the expiration or termination or ending of this Agreement until the confidential information is legally disclosed or the
Disclosing Party notifies the Recipient in writing that it is not bound by this obligation of confidentiality; (2) not use the confidential information except for the purpose of fulfilling this Agreement; (3) not disclose the confidential
information to any third party, except for (1) those persons who need to know the service-related confidential information, provided that the Recipient shall be obliged to oblige the persons concerned to abide by the Agreement and bear
liability for the violation of this confidentiality obligation by the persons concerned; and (2) inspection, disclosure or other activities required by government agencies, judicial procedures (including, but not limited to, the extent to which
litigation, arbitration or responding, arbitration defenses are reasonably necessary), securities exchanges or relevant legal requirements 

To the extent permitted by law, the Recipient shall promptly notify the Disclosing Party in writing, and through reasonable efforts to ensure
that the confidential information is treated confidentially, and cooperate with the Disclosing Party to take reasonable measures to minimize the confidential information that may be disclosed, but the scope of the above disclosure shall be
controlled within the necessary limits. The Recipient agrees to take any feasible measures to protect the confidentiality of confidential information to a level not less than that of its own confidential content or content of the same nature, and to
avoid unauthorized disclosure and use. The obligations under this Clause 12.2 shall continue to be performed after the termination or ending or expiration of this Agreement. Notwithstanding the foregoing, the existence of this Agreement and its non-technical terms may be disclosed in a confidential manner as a result of potential financing or acquisition. 
  

	12.3	 Exception to confidentiality. 



The obligations provided under Clause 12.2 do not apply to the following circumstances: (1) Confidential information is public knowledge
or the confidential information that is not publicly known as a result of the fault or breach of contract of the Recipient or its related personnel; (2) the Recipient can provide evidence to prove that it or its relevant personnel have legally
known the confidential information before the Disclosing Party disclose it to the Recipient; (3) the Recipient may provide evidence that it or its related personnel legally acquired such confidential information from a third party that has no
obligation to keep confidentiality to the Disclosing Party or its associated personnel, in a manner of not violating the confidentiality obligations of this Agreement; or (4) the Recipient can provide evidence that the it or its related
personnel has not relied on the confidential information and that the confidential information has not been independently developed by the Recipient in violation of this Agreement. 

 

	12.4	 Return of confidential information. 



Within 30 days after the termination or ending or expiration of this Agreement, the Recipient shall, at the written request of the Disclosing
Party, return all Confidential Information to the Disclosing Party (including any form of photocopy or reproduction), or immediately destroy it in its entirety, and shall provide the Disclosing Party with proof of its destruction of the information
and materials; However, where prior written consent of the Disclosing Party is obtained and used for the sole purpose of this Agreement and the obligation of confidentiality is assumed, the Recipient has the right to retain the corresponding
confidential information for the purpose of legal archiving . 
  

	12.5	 Publishing. 



The parties hereto shall and shall ensure that their relevant personnel strictly keep confidential the confidential information under this
Agreement. Before obtaining the written permission of the other party, neither party shall disclose or permit any third party to contact, know, learn, utilize or use any of the confidential information for any purpose or in any way, nor shall any
content of confidential information under this Agreement be published in articles or otherwise made public. 

  
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	12.6	 Publicity. 



Without the prior written consent of the other party, neither party shall, and ensure that its relevant personnel will not, use the name,
trademark, trade name, symbol or logo of the other party in any advertisement or propaganda materials. 
  

	13.	 COMPENSATION 


  


	13.1	 One Party hereto shall protect, compensate and ensure that the other Party and its affiliated companies and its
and their directors, personnel, employees, agents, subcontractors and consultants, as well as legal, financial, accounting, consultants and other consulting parties who need to know the information, are not harmed and exempt from liability and
damages (including reasonable attorney’s fees) arising from third party claims, requirements, lawsuits or procedures. 


  

	13.2	 In any case, the liability for damages suffered by either party to this Agreement for the other party does not
include indirect loss, incidental loss and expected loss of profits. 


  

	14.	 APPLICATION OF LAW AND DISPUTE RESOLUTION 



 

	14.1	 The validity, interpretation, performance and other related matters of this Agreement shall be governed by the
laws of the People’s Republic of China and the principles of conflict of laws shall not invoke. 


  

	14.2	 The parties to this Agreement shall negotiate in good faith to resolve any disputes arising from or related to
this Agreement. The negotiation shall begin immediately after one party submits a request for negotiation to the other party. If the dispute cannot be resolved within 30 days from the date of submission of the request for consultation, either party
may submit the dispute to the Beijing Branch of the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with the CIETAC Arbitration Rules in force at the time of submission. The place of arbitration
is Beijing. The official language of arbitration is Chinese. The arbitral tribunal shall consist of an arbitrator appointed by CIETAC. The arbitration procedure is confidential, and the arbitrator may issue appropriate protection orders to protect
the confidential information of the parties. The arbitral award shall be final and binding upon the parties. The parties may apply to the court of competent jurisdiction for enforcement of the arbitral award. 



 

	15.	 INDEPENDENT CONTRACTORS 



Both parties are independent contractors, and no provision of this Agreement shall, for any reason, make one party an agent, partner, legal
representative, principal or employee of the other party. Except as otherwise expressly provided in this Agreement, neither party shall have the right to bind the other party. 

 

	16.	 THE TERM OF THIS AGREEMENT AND THE RIGHTS OF BOTH PARTIES AFTER THE EXPIRATION OF THIS AGREEMENT:



 The term of this Agreement begins on the date of signature and expires at the end of the product commission period.
After the expiration of this Agreement, both parties shall continue to abide by the confidentiality obligations stipulated in Article 12 of this Agreement. In the event that the CSPC Group fully fulfills its obligations under this Agreement, after
the expiration of this Agreement, the CSPC Group will fully enjoy the full ownership of the Licensed Products and/or Licensed Compounds in the territory, including but not limited to technical data, research results, sales revenue, etc., I-Mab Biopharma will no longer enjoy the relevant sales commission. 

  
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	17.	 OTHER TERMS 


  

	17.1	 Transfer. 



This Agreement shall be binding on both parties and their respective successors and permitted transferees. 

 

	17.2	 Notice 


  

	 	17.2.1	 Any notice under this Agreement shall be in writing and shall be deemed to have been delivered upon
receipt of the notice by the intended recipient of the notice. The means of proof of receipt include: (1) if the notice is delivered by hand, the recipient’s written receipt or proof of the delivery personnel, confirming that the recipient
has received or refused to receive the relevant notice; (2) if delivered by registered mail or express mail (receipt thereof shall be requested) or by internationally renowned express delivery, a signed receipt or other written proof of
delivery; or (3) if sent by e-mail, the electronic certification material of the sent e-mail. 



 

	17.2.2	 Mailing address and contact person 



 

	 	I-Mab	 Biopharma: 


  

			
	Address	  	***
	Postal Code	  	***
	Contact Person	  	***
	E-mail Address	  	***

  

	 	CSPC	 Group: 


  

			
	Address	  	***
	Postal Code	  	***
	Contact Person	  	***
	E-mail Address	  	***

  

	17.2.3	 Any change in the address and contact person of either party shall be notified to the other party in a timely
manner. 


  

	17.3	 Complete contract terms. This Agreement covers all the agreements between the Parties concerning the subject
matter of this Agreement and supersedes all oral and written agreements, contracts, understandings, discussions, negotiations and notifications made by the Parties before signing this Agreement. 



  
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	17.4	 Amendments. No modification or waiver of any of the provisions contained in this Agreement or any other form of
amendment to this Agreement shall be binding upon the Parties unless expressly specified and signed by both parties in writing. 


  

	17.5	 No waiver. Any party’s waiver of its rights to seek relief against breach of any provision of this
Agreement by the other party shall not constitute the waiver of its rights to seek relief against breach of any other provision of this Agreement by the other party. The failure or delay of either party in exercising any right under this Agreement
does not constitute a waiver of that right or other rights, nor does it adversely affect such right or any other rights. The waiver of any right shall be made in writing by the waiver, otherwise it has no legal effect. 



 

	17.6	 Severability If any provision of this Agreement is deemed to be invalid, illegal or unenforceable, then



  

	(1)	 The term will be replaced by an effective and enforceable clause that maximizes the intentions of both parties;
and 


  

	(2)	 All other terms of this Agreement remain in full force and effect. 



 

	17.7	 Annexes to the Agreement 



The Annexes to this Agreement are an integral part of this Agreement and have the same legal effect as the body of this Agreement. 

 

	17.8	 This Agreement shall come into force on the date of signature and seal by the parties. This Agreement is in
four copies, each party holds two copies and each copy shall has the same legal force. 


 Relevant Annexes: 

Annex 1 Molecular Structure and Sequence of TG103 
 Annex 2 List
of Patents Licensed to CSPC Group Included in This Agreement 
 Annex 3 Certificate of Ownership Issued by the Relevant Parties of Licensed Products 

Annex 4 Notice of Change of Applicant/Patentee 
 Annex 5 Technical
Indicators for Transfer of Production Technology of TG103 Products 
 Annex 6 List of Intellectual Property Issues Needed to be Solved by I-Mab Biopharma within 6 Months of Contract Signing 
 (The remainder of this page is intentionally left blank)


  
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 (SIGNATURE PAGE ) 
 Party A 

CSPC Baike (Shandong) Biopharmaceutical Co., Ltd. (seal) 
 /s/
CSPC Baike (Shandong) Biopharmaceutical Co., Ltd. 
 Party B 

I-Mab Biopharma (Shanghai) Co., Ltd. (seal) 

/s/ I-Mab Biopharma (Shanghai) Co., Ltd. 

  
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 Annex 1 Molecular Structure and Sequence of TG103 

[***] 

  
 18 













 Annex 2 List of Patents Licensed to CSPC Group Included in This Agreement 

[***] 

  
 19 













 Annex 3 Certificate of Ownership Issued by the Relevant Parties of Licensed Products 

[***] 

  
 20 













 Annex 4 Notice of Change of Applicant/Patentee 

[***] 

  
 21 













 Annex 5 Technical Indicators for Transfer of Production Technology of TG103 Products 

[***] 

  
 22 













 Annex 6 List of Intellectual Property Issues Needed to be Solved by I-Mab Biopharma within 6 Months of Contract Signing 
 [***] 

  
 23