Exhibit 10.1


 


I-MAB 天境生物 


2022 SHARE INCENTIVE PLAN 


ARTICLE I. PURPOSE


 


The
purpose of this 2022 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of I-MAB 天境生物,
an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests
of Service Providers to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding
performance to generate superior returns to the Company’s shareholders. Capitalized terms used in the Plan are defined in Article XI
below.


 


ARTICLE II.


ELIGIBILITY


 


Service
Providers of the Company, including Directors, Employees, Consultants and other service providers that the Administrator deems
appropriate, are eligible to participate in the Plan, subject to the limitations described herein.


 


ARTICLE III.


ADMINISTRATION AND DELEGATION


 


3.1           Administration.
The Plan will be administered by the Administrator. The Administrator shall have authority to determine which Service Providers will receive
Awards, to grant Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise and forfeiture
provisions). In addition, the Administrator shall have the authority to take all actions and make all determinations contemplated by the
Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Administrator may correct any defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined by the
Administrator. The Administrator shall make all determinations under the Plan in the Administrator’s sole discretion and all such
determinations shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. Notwithstanding
the foregoing, the full Board, acting by majority of its members in office, shall conduct the general administration of the Plan if required
by the Applicable Laws, and with respect to the Awards granted or to be granted to the Administrator(s).


 


3.2           Appointment
of Administrator. To the extent permitted by the Applicable Laws and the Sixth Amended and Restated Memorandum and Articles
of Association of the Company (as may be further amended and/or restated from time to time), the Board may delegate any or all of its
powers under the Plan to one or more Administrators.


 


ARTICLE IV. 


SHARES AVAILABLE FOR AWARDS


 


4.1           Number
of Shares. Subject to Article VIII, the maximum aggregate number of Ordinary Shares which may be issued pursuant to all
Awards under the Plan (the “Award Pool”) shall be 13,148,594 Ordinary Shares; provided that the maximum number of Ordinary
Shares which may be issued pursuant to Awards in the form of Restricted Share Units under this Plan shall not exceed 5,478,577 Ordinary
Shares. Notwithstanding the foregoing, if the Company successfully complete extraordinary goals as approved by the Board, or such extraordinary
goals are waived by the Board, the Award Pool shall be 15,340,034 Ordinary Shares; provided that the maximum number of Ordinary Shares
which may be issued pursuant to Awards in the form of Restricted Share Units under this Plan shall not exceed 7,670,017 Ordinary Shares.
If any Award expires or lapses or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole
or in part, in any case in a manner that results in any Ordinary Shares covered by such Award not being issued or being so reacquired
by the Company, the unused Ordinary Shares covered by such Award shall again be available for the grant of Awards under the Plan. The
size of the Award Pool shall be proportionately adjusted in the event of any share dividend, subdivision, reclassification, recapitalization,
split, reverse split, combination, consolidation or similar transactions.


 






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4.2           Shares
Distributed. Any Ordinary Shares distributed pursuant to an Award may consist in whole or in part, of authorized and unissued Ordinary
Shares, treasury Ordinary Shares (subject to the Applicable Laws) or Ordinary Shares purchased on the open market. Additionally, at the
discretion of the Administrator, any Ordinary Shares distributed pursuant to an Award may be represented by American Depository Shares.


 


ARTICLE V.


SHARE OPTIONS


 


5.1           General.
The Administrator may grant Options to any Service Provider. The exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option, including, without limitation, conditions relating to the Applicable Laws, as it considers necessary or
advisable.


 


5.2           Exercise
Price. The exercise price per Ordinary Share subject to an Option shall be determined by the Administrator and set forth in the Award
Agreement which may be a fixed price or a variable price related to the Fair Market Value of the Ordinary Shares. The exercise price per
Ordinary Share subject to an Option may be amended or adjusted in the absolute discretion of the Administrator, the determination of which
shall be final, binding and conclusive. Notwithstanding anything in the foregoing, the exercise price shall in no circumstances be less
than the par value of the Ordinary Shares.


 


5.3           Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Administrator may
specify, provided that the term of any Option shall not exceed ten years.


 


5.4           Conditions
of Exercise. The Administrator shall determine the time or times at which an Option may be exercised in whole or in part. The Administrator
shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.


 


5.5           Performance
Conditions of Vesting. No performance conditions shall be set for Options, unless the Administrator otherwise determined.


 


5.6           Exercise
of Option. Options may be exercised by delivering a written notice of exercise to the Company, in a form approved by the Administrator
(which may be an electronic form), signed by the person authorized to exercise the Option, together with payment in full (i) as specified
in Section 5.7 hereof for the number of Ordinary Shares for which the Option is exercised and (ii) as specified in Section 9.5
hereof for any applicable withholding taxes. Unless otherwise determined by the Administrator, an Option may not be exercised for a fraction
of an Ordinary Share.


 






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5.7           Payment
Upon Exercise. The Administrator shall determine the methods by which the exercise price of an Option may be paid, the form of payment,
including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable
Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Administrator,
(iv) Ordinary Shares held for such period of time as may be required by the Administrator in order to avoid adverse financial accounting
consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion
thereof, (v) after the trading date the delivery of a notice that the Participant has placed a market sell order with a broker with
respect to shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made
to the Company upon settlement of such sale, (vi) other property acceptable to the Administrator with a Fair Market Value equal to
the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no
Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of
the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of
the Exchange Act.


  


5.8           ISO.
ISO may be granted to Employees of the Company or a Subsidiary of the Company. ISO may not be granted to employees of a Related Entity
or to independent directors or Consultants. The terms of any ISO granted pursuant to the Plan, in addition to the requirements of Section 5,
must comply with the following additional provisions of this Section 5.8:


 


(a)            Individual Dollar
Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Ordinary Shares with respect
to which ISOs are first exercisable by a Participant in any calendar year may not exceed US$100,000 or such other limitation as imposed
by Section 422(d) of the Code, or any successor provision. To the extent that ISOs are first exercisable by a Participant in
excess of such limitation, the excess shall be considered Non-Qualified Stock Options.


 


(b)           Exercise Price.
The exercise price of an ISO shall be equal to the Fair Market Value on the date of grant. However, the exercise price of any ISO granted
to any individual who, at the date of grant, owns Ordinary Shares possessing more than ten percent of the total combined voting power
of all classes of shares of the Company or any Parent or Subsidiary of the Company may not be less than 110% of Fair Market Value on the
date of grant and such Option may not be exercisable for more than five years from the date of grant. Notwithstanding anything in the
foregoing, the exercise price per Ordinary Share shall in no circumstances be less than the par value of such Ordinary Share.


 


(c)           Transfer Restriction.
The Participant shall give the Company prompt notice of any disposition of Ordinary Shares acquired by exercise of an ISO within (i) two
years from the date of grant of such ISO or (ii) one year after the transfer of such Ordinary Shares to the Participant.


 


(d)           Expiration of
ISOs. No Award of an ISO may be made pursuant to this Plan after the tenth anniversary of the Adoption Date.


 


(e)            Right to Exercise.
During a Participant’s lifetime, an ISO may be exercised only by the Participant.


 


ARTICLE VI. 


RESTRICTED SHARE UNITS


 


6.1           General.
The Administrator may grant Restricted Share Units to any Service Provider, subject to the right of the Company to require forfeiture
of such Restricted Share Units at no cost in the event that conditions specified by the Administrator in the applicable Award Agreement
are not satisfied prior to the end of the applicable restriction period or periods established by the Administrator for such Award.


 






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6.2           Vesting
Schedule for Restricted Share Unit Award. The Administrator may, in connection with the grant of Restricted Share Units, condition
the vesting thereof upon the continued service of the Participant, upon the Participant’s performance of duties, upon the attainment
of specified Performance Conditions during an applicable period or upon any other basis determined by the Administrator in its sole discretion.
An Award of Restricted Share Units shall be settled as and when the Restricted Share Units vest or at a later time specified by the Administrator
or in accordance with an election of the Participant, if the Administrator so permits. Except as otherwise set forth in an Award Agreement
for Restricted Share Units, prior to the settlement of a Restricted Share Unit Award in Ordinary Shares, a Participant shall have no rights
as a shareholder of the Company with respect to the Ordinary Shares subject to such Award; provided, however, that the Award Agreement
may specify whether the Participant shall be entitled to receive Dividend Equivalents, and, if determined by the Administrator, interest
on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of Ordinary Shares subject to the Award
of Restricted Share Units, provided that any dividend equivalents with respect to Restricted Share Units subject to performance-based
vesting conditions shall be subject to the same vesting conditions as the underlying Award.


 


6.3           Forfeiture/Repurchase.
Except as otherwise determined by the Administrator at the time of the grant of the Award or thereafter, upon the respective vesting date,
any unvested Restricted Share Units that is supposed to be subject to vesting other than those based on time attribution shall be forfeited
or repurchased in accordance with the Award Agreement; provided, however, the Administrator may (a) provide in any Award Agreement
that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the
event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture
and repurchase conditions relating to Restricted Share Units.


 


		6.4	Additional Provisions Relating to Restricted Share Units.



 


(a)           Settlement.
Upon the vesting of a Restricted Share Unit, the Participant shall be entitled to receive from the Company one Ordinary Share on the settlement
date.


 


(b)           Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Share Units unless and until shares are delivered
in settlement thereof.


 


(c)           Dividend
Equivalents. To the extent provided by the Administrator, a grant of Restricted Share Units may provide a Participant with the right
to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled
in cash and/or Ordinary Shares and may be subject to the same restrictions on transfer and forfeitability as the Restricted Share Units
with respect to which the Dividend Equivalents are paid, as determined by the Administrator.


 


ARTICLE VII. 


OTHER SHARE-BASED AWARDS


 


Other Share-Based Awards may
be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive Ordinary Shares to be delivered
in the future. Such Other Share- Based Awards shall also be available as a form of payment in the settlement of other Awards granted under
the Plan, as stand-alone payments and/or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share-Based
Awards may be paid in Ordinary Shares, cash or other property, as the Administrator shall determine. Subject to the provisions of the
Plan, the Administrator shall determine the terms and conditions of each Other Share-Based Award, including, without limitation, any purchase
price, transfer restrictions, vesting conditions and other terms and conditions applicable thereto.


 






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ARTICLE VIII. 


ADJUSTMENTS FOR CHANGES IN ORDINARY SHARES AND
CERTAIN OTHER EVENTS


 


8.1           Certain
Transactions or Events. In the event that the Administrator determines that any dividend or other distribution (whether in the form
of cash, Ordinary Shares, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization,
liquidation, dissolution, or sale, transfer, exchange or other disposition of assets of the Company, or sale or exchange of Ordinary Shares
or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Ordinary
Shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award, then the Administrator
may, in such manner as it may deem equitable, adjust any or all of:


 


(a)           the
number and kind of Ordinary Shares (or other securities or property) with respect to which Awards may be granted or awarded;


 


(b)           the
number and kind of Ordinary Shares (or other securities or property) subject to outstanding Awards;


 


(c)           the
grant or exercise price with respect to any Award, provided that the exercise price per Ordinary Share shall in no circumstances
fall below the par value of such Ordinary Share; and


 


(d)           the
terms and conditions of any Awards (including, without limitation, any applicable financial or other performance “targets”
specified in an Award Agreement).


 


8.2           Miscellaneous.
Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number
of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly
provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of any class, or
securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number of Ordinary Shares subject to an Award or the grant or exercise price of any Award. The existence of the Plan, any Award Agreements
and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company to make or authorize (i) any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including,
without limitation, securities with rights superior to those of the Ordinary Shares or which are convertible into or exchangeable for
the Ordinary Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.


 


ARTICLE IX. 


GENERAL PROVISIONS APPLICABLE TO AWARDS


 


9.1           Transferability.
Except as the Administrator may otherwise determine or provide in an Award Agreement or otherwise, in any case in accordance with the
Applicable Laws, Awards, including any interest therein, may not be sold, assigned, transferred, pledged or otherwise encumbered by the
person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and,
during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees.


 


9.2           Documentation.
Each Award shall be evidenced by an Award Agreement, which may be in such form (written, electronic or otherwise) as the Administrator
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.


 






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9.3           Discretion.
Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of
each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 


9.4           Lapse
of Options and Restricted Share Units.


 


(a)           Lapse
for Death or Illness. If a Participant ceases to be a Service Provider by reason of (i) the Participant’s death, or (ii) the
Participant’s serious illness or injury which, in the opinion of the Board, renders the Participant concerned unfit to perform the
duties of his or her employment or engagement and which in the normal course would render the Participant unfit to continue performing
the duties under his or her contract provided such illness or injury is not self-inflicted or as a result of alcohol or drug abuse; then
any unvested Option and Restricted Share Unit will immediately lapse and the Participant or his or her personal representatives (if appropriate)
may exercise all his or her vest options within six (6) months after the above-mentioned event occurs.


 


(b)           Lapse
on Termination for Cause. If a Participant ceases to be a Service Provider by any of the following reason: (i) any act of grave
misconduct or willful default or willful neglect in the discharge of duties of the Participant with the Company; (ii) without prejudice
to the generality of (i) above, being proven to have carried out any fraudulent activity or have fraudulently failed to carry out
any activity whether or not in connection with the affairs of the Company; (iii) being convicted of any offence; (iv) being
proved to improperly take advantages of such Participant’s position to obtain personal financial gain for him/herself or for others;
(v) being proved to appropriate assets of the Company; (vi) serious violation or persistent breach of any terms of the employment
agreement, the confidentiality and intellectual property rights assignment agreement, the non-compete and non-solicitation agreement,
the anti-bribery policies or any other agreements, policies or procedures that such Participant is subject to; (vii) repeated drunkenness
or use of illegal drugs or being addicted to gambling which adversely interferes with or is reasonably expected to adversely interfere
with the performance of such Participant’s obligations and duties of employment or engagement; and (viii) any other conduct
which, as the Administrator determines in good faith, would justify the termination of employment or service with such Participant, then
any unvested Option and Restricted Share Unit will immediately lapse and the Administrator may resolve the same to any vested Option and
Restricted Share Unit in its sole discretion.


 


(c)           Lapse on Cessation
for Other Reason. If a Participant ceases to be a Service Provider for any reason other than those set forth in paragraph (a) or
(b) above, then any unvested Option and Restricted Share Unit will immediately lapse and the Participant or his or her personal
representatives (if appropriate) may exercise all his or her vested Options within 30 days after the cessation, or such longer period
as the Administrator may otherwise determine.


 


9.5           Withholding.
Each Participant shall pay to the Company, or make provision satisfactory to the Administrator for payment of, and authorize the Company
(and/or the Company’s parent or subsidiary company employing or retaining the Participant), to the extent determined appropriate
by the Administrator and permissible under the Applicable Laws, to withhold from the Participant’s wages, subsidies or other compensation
payable to the Participant by the Company (and/or the Company’s parent or subsidiary company employing or retaining the Participant),
any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the
tax liability. Except as the Administrator may otherwise determine, all such payments shall be made in cash, by wire transfer of immediately
available funds or by certified check. Notwithstanding the foregoing, Participants may satisfy such tax obligations by (i) to the
extent permitted by the Administrator, in whole or in part by delivery of Ordinary Shares, including Ordinary Shares retained from the
Award creating the tax obligation, valued at their Fair Market Value, and (ii) if there is a public market for Ordinary Shares at
the time the tax obligations are satisfied, unless the Administrator otherwise determines, (A) delivery (including, without limitation,
telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company
to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash
or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required
by the Administrator. The Company may, to the extent permitted by the Applicable Laws, deduct any such tax obligations based on applicable
withholding rates from any payment of any kind otherwise due to a Participant.


 






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9.6           Amendment
of Award. The Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting
therefor another Award of the same or a different type, changing the date of exercise or settlement.


 


9.7           Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Ordinary Shares pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including, without limitation, any applicable securities laws and any
applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of
any Applicable Laws. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is determined by the Administrator to be necessary to the lawful issuance and sale of any securities hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have
been obtained.


 


9.8           Acceleration.
The Administrator may at any time provide that any Award shall become vested and/or exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the case may be.


 


ARTICLE X.

 MISCELLANEOUS


 


10.1         No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim
under the Plan or any Award, except as expressly provided in an applicable Award Agreement.


 


10.2         No
Rights As Shareholder; Certificates. Subject to the provisions of the applicable Award Agreement, no Participant or Designated Beneficiary
shall have any rights as a shareholder with respect to any Ordinary Shares to be distributed with respect to an Award until becoming the
record holder of such shares. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required
by any Applicable Laws, the Company shall not be required to deliver to any Participant certificates evidencing Ordinary Shares issued
in connection with any Award and instead such Ordinary Shares may be recorded in the books of the Company (or, as applicable, its transfer
agent or share plan administrator). The Company may place legends on share certificates issued under the Plan deemed necessary or appropriate
by the Administrator in order to comply with Applicable Laws.


 


10.3         Effective
Date and Term of Plan. The Plan shall become effective on the Adoption Date. No Awards shall be granted under the Plan after the tenth
anniversary of the Adoption Date.


 






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10.4         Amendment
of Plan. At any time and from time to time, the Board may terminate, amend or modify the Plan; provided, however, that (a) to
the extent necessary and desirable to comply with Applicable Laws or stock exchange rules, the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home country practice,
and (b) unless the Company decides to follow home country practice, shareholder approval is required for any amendment to the Plan
that (i) increases the number of Ordinary Shares available under the Plan (other than any adjustment as provided by Article VIII),
or (ii) permits the Administrator to extend the term of the Plan or the exercise period for an Option beyond ten years from the
date of grant.


 


10.5         Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability,
or expense incurred in connection with the Plan or any Award, nor will such individual be personally liable with respect to the Plan because
of any contract or other instrument he or she executes in his or her capacity as an Administrator, director, officer, other employee or
agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company to
whom any duty or power relating to the administration or interpretation of the Plan has been or will be granted or delegated, against
any cost or expense (including, without limitation, attorneys’ fees) or liability (including, without limitation, any sum paid in
settlement of a claim with the Administrator’s approval) arising out of any act or omission to act concerning this Plan unless arising
out of such person’s own fraud or bad faith.


 


10.6         Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation
in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant, including but
not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or
other identification number, salary, nationality, job title(s), any shares held in the Company or any of its subsidiaries and affiliates,
details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”).
The Company and its subsidiaries and affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation,
administration and management of a Participant’s participation in the Plan, and the Company and its subsidiaries and affiliates
may each further transfer the Data to any third parties assisting the Company in the implementation, administration and management of
the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have
different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Participant authorizes
such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Participant’s participation in the Plan, including, without limitation, any requisite transfer of
such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any Ordinary
Shares. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s
participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request
additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections
to the Data with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without cost, by contacting
his or her local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in
the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws his
or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants
may contact their local human resources representative.


 






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10.7         Severability.
In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provisions had not been included, and the illegal or invalid action shall be null and void.


 


10.8         Governing
Documents. In the event of any contradiction between the Plan and any Award Agreement or any other written agreement between a Participant
and the Company or any Subsidiary of the Company that has been approved by the Administrator, the terms of the Plan shall govern, unless
it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan shall not apply.


 


10.9         Submission
to Jurisdiction. By accepting an Award, each Participant irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of New York, for any action arising out of or relating to the Plan (and agrees not to commence any litigation relating thereto
except in such courts), and further agrees that service of any process, summons, notice or document by registered mail to the address
contained in the records of the Company shall be effective service of process for any litigation brought against it in any such court.
By accepting an Award, each Participant irrevocably and unconditionally waives any objection to the laying of venue of any litigation
arising out of Plan or Award hereunder in the courts of New York, and further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. By accepting
an Award, each Participant irrevocably and unconditionally waives, to the fullest extent permitted by the Applicable Laws, any and all
rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award hereunder.


 


10.10       Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the Cayman Islands.


 


10.11       Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules promulgated by the U.S. Securities and Exchange Commission
thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan and all Awards granted
hereunder shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent permitted
by the Applicable Laws, the Plan and all Award Agreements shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.


 


10.12       Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 






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10.13       Section 409A.
To the extent that the Administrator determines that any Award granted under the Plan is or may become subject to Section 409A of
the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code.
To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and
the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such
regulation or other guidance that may be issued after the Adoption Date. If an amount payable under an Award as a result of the Participant’s
termination of employment (other than due to death) occurring while the Participant is a “specified employee” under Section 409A
of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur
until six months and one day after the date of the Participant’s termination of employment, except as permitted under Section 409A
of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of
the U.S. Department of Treasury guidance), the Participant’s right to the series of installment payments shall be treated as a
right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend equivalents”
(within the meaning of Section 1.409A-3(e) of the U.S. Department of Treasury guidance), the Participant’s right to the
dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding any provision of the
Plan to the contrary, in the event that following the Adoption Date the Administrator determines that any Award may be subject to Section 409A
of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Adoption
Date), the Administrator may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines
are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment
of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related
U.S. Department of Treasury guidance.


 


ARTICLE XI. 


DEFINITIONS AND CONSTRUCTION


 


Wherever the following terms
are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.


 


11.1         “Adoption
Date” means June 17, 2022.


 


11.2         “Administrator”
means the Board or any authorized officer to the extent that the Board’s powers or authority under the Plan have been delegated
to such officer. Except otherwise determined by the Board, such Administrator shall initially being the Chief Executive Officer of the
Company.


 


11.3         “Applicable
Laws” means legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system,
of any jurisdiction applicable to Awards granted to residents therein.


 


11.4         “Award”
means, individually or collectively, a grant under the Plan of Options, Restricted Shares, Restricted Share Units or Other Share-Based
Awards.


 


11.5         “Award
Agreement” means a written agreement evidencing an Award, which agreements may be in electronic medium and shall contain
such terms and conditions with respect to an Award as the Administrator shall determine, consistent with and subject to the terms and
conditions of the Plan.


 


		11.6	“Board” means the Board of Directors of the Company.



 


11.7         “Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


11.8         “Company”
means I-Mab 天境生物, an exempted company
incorporated under the Laws of the Cayman Islands, or any successor thereto.


 






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11.9         “Consultant”
means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to the Company; (b) the services
rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and
do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser
is a natural person who has contracted directly with the Service Recipient to render such services. For the avoidance of doubt, each member
of the scientific advisory board of the Company is a Consultant.


 


		11.10	“Director” means a member of the Board.



 


11.11       “Dividend
Equivalents” shall have the meaning of Section 1.409A-3(e) of the U.S. Department of Treasury guidance.


 


11.12       “Employee”
means any person, including, without limitation, officers and Directors, employed by the Company or any parent or subsidiary of the Company.


 


11.13       “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


11.14       “Fair
Market Value” means, as of any date, the value of Ordinary Share determined as follows:


 


(a)          If the Ordinary Shares
are listed on one or more established stock exchanges or national market systems, including without limitation, the New York Stock Exchange
or the NASDAQ Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were
reported) as quoted on the principal exchange or system on which the Ordinary Shares are listed (as determined by the Administrator) on
the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading
date such closing sales price or closing bid was reported), as reported on the website maintained by such exchange or market system or
such other source as the Administrator deems reliable; or


 


(b)         In the absence of an established market
for the Ordinary Shares of the type described in (a) above, the Fair Market Value thereof shall be determined by the Administrator
in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Ordinary Shares
and the development of the Company’s business operations and the general economic and market conditions since such latest private
placement, (ii) other third party transactions involving the Ordinary Shares and the development of the Company’s business
operation and the general economic and market conditions since such transaction, (iii) an independent valuation of the Ordinary Shares,
or (iv) such other methodologies or information as the Administrator determines to be indicative of Fair Market Value.


 


		11.15	“Grant Date” means the date as set forth in the Award Agreement.



 


11.16       “Incentive
Stock Option” or “ISO” means an Option that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.


 


11.17       “Non-Qualified
Stock Options” means an Option that is not intended to be an Incentive Stock Option.


 


11.18       “Option”
means an option to purchase Ordinary Shares. An Option may be either an Incentive Stok Option or a Non-Qualified Stock Option.


 


		11.19	“Ordinary Shares” means the ordinary shares par value US$0.0001 each of the
Company.



 


11.20       “Other
Share-Based Awards” means other Awards of Ordinary Shares, and other Awards that are valued in whole or in part by reference
to, or are otherwise based on, Ordinary Shares or other property.


 






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		11.21	“Parent” means a parent corporation under Section 424(e) of the Code.



 


		11.22	“Participant” means a Service Provider who has been granted an Award under the
Plan.



 


11.23       “Performance
Conditions” means the criteria and objectives, as established by the Board, which shall be satisfied or met to measure the
grant or exercisability of all or a portion of an Restricted Share Unit during the applicable period under this Plan. In the sole discretion
of the Board, the Board may amend or adjust the Performance Conditions or other terms and conditions of an outstanding award in recognition
of any adjustment events.


 


11.24       “Related
Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a
Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, or controls through contractual arrangements
and consolidates the financial results according to applicable accounting standards, but which is not a Subsidiary and which the Board
designates as a Related Entity for purposes of the Plan.


 


11.25       “Restricted
Share” means an Ordinary Share awarded to a Participant as determined by the Administrator that is subject to certain restrictions
and may be subject to risk of forfeiture/repurchase.


 


11.26       “Restricted
Share Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Ordinary Share or an amount
in cash or other consideration determined by the Administrator equal to the value thereof as of such payment date, which right may be
subject to certain vesting conditions and other restrictions.


 


11.27       “Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


11.28       “Service
Provider” means an Employee, Consultant, Director or other service providers that the Administrator deems appropriate.


 


11.29       “Subsidiary”
means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly
or indirectly by the Company.


 


* * *


 






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