0001193125-22-146354 | 10-Q | XBRL Viewer

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Loss per share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss attributable to ordinary shareholders	$ (82,394)	$ (232,910)
Denominator:
Weighted average number of ordinary shares- basic and diluted	95,549,903	88,374,928
Net loss per share - basic and diluted	$ (0.86)	$ (2.64)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies (a) Purchase commitments As of March 31, 2022, the Company’s commitments related to purchase of property and equipment contracted but not yet reflected in the unaudited condensed consolidated financial statement were $22,294 which is expected to be incurred within one year. (b) Contingencies The Company is a party to or assignee of license and collaboration agreements that may require it to make future payments relating to milestone fees and royalties on future sales of licensed products (Note 1 2 ).

Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment
Property and equipment, gross	$ 63,475	$ 59,527
Less: accumulated depreciation	(18,248)	(16,425)
Property and equipment, net	45,227	43,102
Office Equipment
Property Plant And Equipment
Property and equipment, gross	838	836
Electronic Equipment
Property Plant And Equipment
Property and equipment, gross	5,932	5,036
Vehicle
Property Plant And Equipment
Property and equipment, gross	222	220
Laboratory Equipment
Property Plant And Equipment
Property and equipment, gross	18,130	17,069
Manufacturing Equipment
Property Plant And Equipment
Property and equipment, gross	14,721	14,600
Leasehold Improvements
Property Plant And Equipment
Property and equipment, gross	10,506	10,432
Construction in Progress
Property Plant And Equipment
Property and equipment, gross	$ 13,126	$ 11,334

Subsequent Event (Details) - Subsequent Event	1 Months Ended
Subsequent Event (Details) - Subsequent Event	May 05, 2022 $ / shares shares
Subsequent Event [Line Items]
Options granted \| shares	16,614,930
Options granted contractual term	10 years
Vesting period	5 years
Vesting percentage	20.00%
Minimum
Subsequent Event [Line Items]
Exercise price of options \| $ / shares	$ 3.96
Maximum
Subsequent Event [Line Items]
Exercise price of options \| $ / shares	$ 4.55
Vest on each yearly anniversary from the date of the agreement \| Restricted Shares
Subsequent Event [Line Items]
Vesting percentage	0.20%
Management, Employees and Individual Advisors \| Restricted Shares
Subsequent Event [Line Items]
Shares granted \| shares	5,173,390

Basis of presentation and consolidation and significant accounting policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2022	Mar. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Common stock authorized share capital		$ 30
Common Stock, Shares Authorized	5,000,000,000	5,000,000,000	5,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.000006	$ 0.000006	$ 0.000006

Revenue - Disaggregation of net revenue by product (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue
Product revenue - net	$ 46,095	$ 20,103
ZEJULA
Disaggregation of Revenue
Product revenue - net	29,597	12,606
Optune
Disaggregation of Revenue
Product revenue - net	12,797	7,130
QINLOCK
Disaggregation of Revenue
Product revenue - net	2,959	367
Nuzyra [Member]
Disaggregation of Revenue
Product revenue - net	$ 742	$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Income Tax	3 Months Ended
Income Tax	Mar. 31, 2022
Income tax
Income tax	7. Income Tax No provision for income taxes has been required to be accrued because the Company and all of its subsidiaries are in cumulative loss positions for all the periods presented. The Company recorded a full valuation allowance against deferred tax assets of all its consolidated entities because all entities were in a cumulative loss position as of March 31, 2022 and December 31, 2021. No unrecognized tax benefits and related interest and penalties were recorded in any of the periods presented.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related party transactions

Related party transactions

10. Related party transactions

The table below sets forth the major related party and the relationship with the Company as of March 31, 2021:


Company Name		Relationship with the Company
MEDx (Suzhou) Translational Medicine Co., Ltd.		Significant influence held by Samantha Du’s (Director, Chairwoman and Chief Executive Officer of the Company) immediate family

For the three months ended March 31, 2022 and 2021, the Company incurred $74 and $103 research and development

expenses for product research and development services provided by

MEDx (Suzhou) Translational Medicine Co., Ltd

respectively.

Loss per share

3 Months Ended

Mar. 31, 2022

Loss per share

Loss per share

. Loss per share

Basic and diluted net loss per share for each of the period presented are calculated as follows:


	Three Months Ended March 31,
	2022			2021
	$			$
Numerator:
Net loss attributable to ordinary shareholders		(82,394	)		(232,910	)
Denominator:
Weighted average number of ordinary shares- basic and diluted		955,499,030			883,749,280

Net loss per share - basic and diluted		(0.09	)		(0.26	)

a result of the Company’s net loss for the three months ended March

2022

and

2021

, share options and

non-vested

restricted shares outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.


	As of
	March 31, 2022		March 31, 2021
Share options		80,514,330		86,932,740
Non-vested restricted shares		9,846,360		4,800,100

Basis of presentation and consolidation and significant accounting policies - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Investments with Readily Determinable Fair Value	$ 8,444	$ 15,383
Fair value input level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Investments with Readily Determinable Fair Value	$ 8,444	$ 15,383

Cash and cash equivalents (Tables)

3 Months Ended

Mar. 31, 2022

Cash and Cash Equivalents [Abstract]

Summary of cash and cash equivalents


	As of
	March 31, 2022		December 31, 2021
	$		$
Cash at bank and in hand		547,259		663,472
Cash equivalents (i)		299,698		300,628

		846,957		964,100

Denominated in:
US$		782,295		932,888
RMB (ii)		58,569		23,791
Hong Kong dollar (“HK$”)		5,551		6,674
Australian dollar (“A$”)		495		475
Taiwan dollar (“TW$”)		47		272

		846,957		964,100

Notes:

(i)	Cash equivalents represent short-term and highly liquid investments in a money market fund.

(ii)	Certain cash and bank balances denominated in RMB were deposited with banks in mainland China. The conversion of these RMB denominated balances into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the Chinese government.

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2022

Related party transactions

Schedule of Major Related Party and Relationship

The table below sets forth the major related party and the relationship with the Company as of March 31, 2021:


Company Name		Relationship with the Company
MEDx (Suzhou) Translational Medicine Co., Ltd.		Significant influence held by Samantha Du’s (Director, Chairwoman and Chief Executive Officer of the Company) immediate family

Consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 10	$ 11
Ordinary shares, par value	$ 0.000006	$ 0.000006
Ordinary shares, shares authorized	5,000,000,000	5,000,000,000
Ordinary shares, shares issued	957,035,440	955,363,980
Ordinary shares, shares outstanding	956,637,360	954,981,050
Treasury Stock, Shares	398,080	382,930
Investments, fair value disclosure	$ 8,444	$ 15,383

Related party transactions - Schedule of Major Related Party and Relationship (Details)	3 Months Ended
	Mar. 31, 2022
MEDx (Suzhou) Translational Medicine Co., Ltd.
Related Party Transaction [Line Items]
Relationship with the Group	Significant influence held by Samantha Du’s (Director, Chairwoman and Chief Executive Officer of the Company) immediate family

- Definition

A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.

+ References + Details

Consolidated statements of comprehensive loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Other comprehensive income, tax	$ 0	$ 0

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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+ Details

Basis of presentation and consolidation and significant accounting policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of assets and liabilities that are measured at fair value on a recurring basis


Description	Fair Value as of March 31, 2022 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		8,444		8,444

Description	Fair Value as of December 31, 202 1 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		15,383		15,383

Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventories

Schedule of inventory


	As of
	March 31, 2022		December 31, 2021
	$		$
Finished goods		4,733		5,632
Raw materials		15,555		13,231
Work in Progress		—		88

Inventories		20,288		18,951

Property and Equipment, net

3 Months Ended

Mar. 31, 2022

Property and equipment, net

Property and equipment, net

. Property and equipment, net

Property and equipment

, net

consist of the following:


	As of
	March 31, 2022			December 31, 2021
	$			$
Office equipment		838			836
Electronic equipment		5,932			5,036
Vehicle		222			220
Laboratory equipment		18,130			17,069
Manufacturing equipment		14,721			14,600
Leasehold improvements		10,506			10,432
Construction in progress		13,126			11,334

		63,475			59,527
Less: accumulated depreciation		(18,248	)		(16,425	)

Property and equipment, net		45,227			43,102

Depreciation expenses for the three

months

ended March 31, 2022 and 2021 were $1,869 and $1,340, respectively.

Income Tax - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits, interest and penalties	$ 0	$ 0

Consolidated balance sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 846,957	$ 964,100
Short-term investments	465,274	445,000
Accounts receivable (net of allowance for credit loss of $10 and $11 as of March 31, 2022 and December 31, 2021, respectively)	33,394	47,474
Notes receivable	10,848	7,335
Inventories	20,288	18,951
Prepayments and other current assets	16,490	18,021
Total current assets	1,393,251	1,500,881
Restricted cash, non-current	803	803
Long term investments (including the fair value measured investment of $8,444 and $15,383 as of March 31, 2022 and December 31, 2021, respectively)	8,444	15,605
Prepayments for equipment	4,978	989
Property and equipment, net	45,227	43,102
Operating lease right-of-use assets	16,986	14,189
Land use rights, net	7,774	7,811
Intangible assets, net	1,745	1,848
Long term deposits	941	870
Value added tax recoverable	20,766	23,858
Total assets	1,500,915	1,609,956
Current liabilities:
Accounts payable	98,161	126,163
Current operating lease liabilities	6,795	5,927
Other current liabilities	49,956	60,811
Total current liabilities	154,912	192,901
Deferred income	26,896	27,486
Non-current operating lease liabilities	11,099	9,613
Total liabilities	192,907	230,000
Commitments and contingencies
Shareholders' equity
Ordinary shares (par value of $0.000006 per share; 5,000,000,000 shares authorized; 957,035,440 and 955,363,980 shares issued as of March 31, 2022 and December 31, 2021, respectively; 956,637,360 and 954,981,050 shares outstanding as of March 31, 2022 and December 31, 2021, respectively)	6	6
Additional paid-in capital	2,838,655	2,825,948
Accumulated deficit	(1,500,468)	(1,418,074)
Accumulated other comprehensive loss	(25,838)	(23,645)
Treasury Stock (at cost, 398,080 and 382,930 shares as of March 31, 2022 and December 31, 2021, respectively)	(4,347)	(4,279)
Total shareholders' equity	1,308,008	1,379,956
Total liabilities and shareholders' equity	$ 1,500,915	$ 1,609,956

Loss per share (Tables)

3 Months Ended

Mar. 31, 2022

Loss per share

Summary of basic and diluted net loss per share

Basic and diluted net loss per share for each of the period presented are calculated as follows:


	Three Months Ended March 31,
	2022			2021
	$			$
Numerator:
Net loss attributable to ordinary shareholders		(82,394	)		(232,910	)
Denominator:
Weighted average number of ordinary shares- basic and diluted		955,499,030			883,749,280

Net loss per share - basic and diluted		(0.09	)		(0.26	)

Summary of anti-dilutive excluded from the calculation of diluted loss per share

a result of the Company’s net loss for the three months ended March

2022

and

2021

, share options and

non-vested

restricted shares outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.


	As of
	March 31, 2022		March 31, 2021
Share options		80,514,330		86,932,740
Non-vested restricted shares		9,846,360		4,800,100

Share-based compensation - Allocation of Compensation Expense Related to Restricted Shares (Details) - Non-Vested Restricted Shares - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	$ 5,203	$ 1,769
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	2,923	1,211
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	$ 2,280	$ 558

Licenses and collaborative arrangements pursuant to which milestone payments were made	3 Months Ended
	Mar. 31, 2022
Licenses And Collaborative Arrangement [Abstract]
Licenses and collaborative arrangements pursuant to which milestone payments were made	12. Licenses and collaborative arrangements pursuant to which milestone payments were made The following is a description of the Company’s significant ongoing collaboration agreements under which the Company has made milestone payments for the three months ended March 31, 2022. Collaboration and license agreement with argenx BV (“argenx”) In January 2021, the Company entered into a collaboration and license agreement with argenx. The Company received an exclusive license to develop and commercialize products containing argenx’s proprietary antibody fragment, known as efgartigimod, in Greater China. The Company is responsible for the development of the licensed compound and licensed product and will have the right to commercialize such licensed product in the territory. Pursuant to the collaboration and license agreement, a share issuance agreement was entered into between the Company and argenx. As the upfront payment to argenx, the Company issued 5,681,820 ordinary shares of the Company to argenx with par value $0.000006 per share on the closing date of January 13, 2021. In determining the fair value of the ordinary shares at closing, the Company considered the closing price of the ordinary shares on the closing date and included a lack of marketability discount because the shares are subject to certain restrictions. The fair value of the shares on the closing date was determined to be $62,250 in the aggregate. In addition, the Company made a non-creditable, non-refundable development cost-sharing payment of $75,000 to argenx during the first quarter in 2021 to argenx. During the three months ended March 31, 2022, the Company made a milestone payment of $25,000 to argenx due to the first regulatory approval by the U.S. Food and Drug Administration (“FDA”) in December 2021 for VYVGART (efgartigimod alfa-fcab). The Company recorded these expenses in research and development expenses. Argenx is also eligible to receive tiered royalties (from mid-teen to low-twenties on a percentage basis and subject to certain reductions) based on annual net sales of all licensed product in the territory. License and collaboration agreement with Paratek Bermuda Ltd. (“Paratek”) In April 2017, the Company entered into a license and collaboration agreement with Paratek Bermuda Ltd., a subsidiary of Paratek Pharmaceuticals, Inc., pursuant to which it obtained both an exclusive license under certain patents and know-how of Paratek and an exclusive sub-license under certain intellectual property that Paratek licensed from Tufts University to develop, manufacture and commercialize products containing omadacycline (ZL-2401) as an active ingredient in Greater China in the field of all human therapeutic and preventative uses other than biodefense. Under certain circumstances, the exclusive sub-license to certain intellectual property Paratek licensed from Tufts University may be converted to a non-exclusive license if Paratek’s exclusive license from Tufts University is converted to a non-exclusive license under the Tufts Agreement. The Company also obtained the right of first negotiation to be Paratek’s partner to develop certain derivatives or modifications of omadacycline in our licensed territory. Paratek retains the right to manufacture the licensed product in our licensed territory to support development and commercialization of the same outside our licensed territory. The Company also granted to Paratek a non-exclusive license to certain of our intellectual property. Under the agreement, the Company agreed not to commercialize certain competing products in our licensed territory. Under the terms of the agreement, the Company made an upfront payment of $7,500 to Paratek in 2017, $5,000 upon approval by the FDA of a New Drug Application (“NDA”) submission in 2018, $3,000 upon submission of the first regulatory approval application for a licensed product in the People’s Republic of China in 2020. The Company made another milestone payment of $6,000 during the three months ended March 31, 2022 upon regulatory approval of omadacycline for the treatment of adults with Acute Bacterial Skin and Skin Structure Infections (“ABSSSI”) and Community-Acquired Bacterial Pneumonia (“CABP”) in the People’s Republic of China in December 2021.The Company may be required to pay further commercial milestone payments of up to an aggregate of $40,500 to Paratek for the achievement of certain development and sales milestone events. In addition, the Company will pay to Paratek tiered royalties on the net sales of licensed products, until the later of the abandonment, expiration or invalidation of the last-to-expire licensed patent covering the licensed product, or the eleventh anniversary of the first commercial sale of the licensed product, in each case on a product-by-product and region-by-region basis. The Company has the right to terminate this agreement at any time by providing written notice of termination to Paratek. Full details of the licenses and collaborative arrangements are included in the notes to financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 1, 2022. As noted above, the Company has entered into various license and collaboration agreements with third party licensors to develop and commercialize product candidates. Based on the terms of these agreements, the Company is contingently obligated to make additional material payments upon the achievement of certain contractually defined milestones. Based on management’s evaluation of the progress of each project noted above, the licensors will be eligible to receive from the Company up to an aggregate of approximately $5,589,801 in future contingent milestone payments dependent upon the achievement of contractually specified development milestones, such as regulatory approval for the product candidates, which may be before the Company has commercialized the product or received any revenue from sales of such product candidate. These milestone payments are subject to uncertainties and contingencies and may not occur.

Basis of presentation and consolidation and significant accounting policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of presentation and consolidation and significant accounting policies

2. Basis of presentation and consolidation and significant accounting policies

(a) Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form

10-Q

and Article 10 of Regulation

S-X.

Accordingly, they do not include all information and disclosures necessary for a presentation of the Company’s financial position, results of operations, shareholders’ equity and cash flows in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of management, these financial statements reflect all normal recurring adjustments and accruals necessary for a fair statement of the Company’s unaudited condensed consolidated financial statements for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. The December 31, 2021 condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by U.S. GAAP. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2021.

Interim results are not necessarily indicative of full year results and the unaudited condensed consolidated financial statements may not be indicative of the Company’s future performance.

Effective as of March 30, 2022, the Company subdivided each of its issued and unissued ordinary shares into ten ordinary shares (the “Share Subdivision”). Following the Share Subdivision, the Company’s authorized share capital became $30 divided into 5,000,000,000 shares with a par value of US$0.000006 each. The numbers of issued and unissued ordinary shares and per share data as disclosed elsewhere in these unaudited condensed consolidated financial statements and notes thereto are presented on a basis after taking into account the effects of the Share Subdivision and have been retrospectively adjusted, where

applicable. In connection with the Share Subdivision, the conversion ratio of our ADSs to ordinary shares changed from one ADS to one ordinary share to a new ratio of one ADS representing ten ordinary shares (the “ADS Ratio Change”). The Share Subdivision and ADS Ratio Change did not result in any change to the number of outstanding ADSs of the Company.

(b) Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating the current expected credit losses for financial assets, assessing the impairment of long-lived assets, discount rate of operating lease liabilities, accrual of rebate, allocation of the research and development service expenses to the appropriate financial reporting period based on the progress of the research and development projects, share-based compensation expenses, recoverability of deferred tax assets and a lack of marketability discount of the ordinary shares issued in connection with collaboration and license arrangements (Note 1

). Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.

(d) Fair value measurements

As of March 31, 2022 and December 31, 2021, information about inputs into the fair value measurement of the Company’s assets that are measured at a fair value on a recurring basis in periods subsequent to their initial recognition is as follows:


Description	Fair Value as of March 31, 2022 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		8,444		8,444

Description	Fair Value as of December 31, 202 1 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		15,383		15,383

The Company does not have assets or liabilities measured at fair value on a nonrecurring basis during the periods presented.

Financial instruments of the Company primarily include cash, cash equivalents and restricted cash, short-term investments, accounts receivable, notes receivable, prepayments and other current assets, accounts payable and other current liabilities. As of March 31, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, short-term investments, accounts receivable, notes receivable, prepayments and other current assets, accounts payable and other current liabilities approximated their fair values due to the short-term maturity of these instruments, and the carrying value of restricted cash approximates its fair value based on the nature of the assessment of the ability to recover these amounts.

(e) Recent accounting pronouncements

Adopted Accounting Standards

In November 2021, the FASB issued ASU2021-10, Government Assistance (Topic 832) — Disclosures by Business Entities about Government Assistance. The amendments in this ASU require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this standard as of January 1, 2022. There was no material impact to the Company’s financial position or results of operations upon the adoption.

(f) Significant accounting policies

For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2021.

Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property and equipment, net
Depreciation expenses	$ 1,869	$ 1,340

Inventories

3 Months Ended

Mar. 31, 2022

Inventories

Inventories

4. Inventories

The Company’s inventory balance of $20,288 and $18,951 as of March 31, 2022 and December 31, 2021, respectively, mainly consisted of finished goods purchased from Tesaro Inc., now

GlaxoSmithKline (“GSK”), for distribution in Hong Kong, and from NovoCure Limited (“NovoCure”) for distribution in Hong Kong and mainland China

, and from Deciphera Pharmaceuticals, LLC (“Deciphera”) for distribution in Hong Kong, mainland China and Taiwan, as well as finished goods and certain raw materials for ZEJULA

and NUZYRA

commercialization in

mainland

China.


	As of
	March 31, 2022		December 31, 2021
	$		$
Finished goods		4,733		5,632
Raw materials		15,555		13,231
Work in Progress		—		88

Inventories		20,288		18,951

The Company writes down inventory for any excess or obsolete inventories or when the Company believes that the net realizable value of inventories is less than the carrying value. During the three months ended March 31, 2022 and 2021, the Company recorded write-downs of $138 and $43, in cost of revenues, respectively.

Loss per share - Summary of Anti-Dilutive Shares Excluded from Calculation of Diluted Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of diluted loss per share	80,514,330	86,932,740
Non-Vested Restricted Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of diluted loss per share	9,846,360	4,800,100

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Event	15. Subsequent Event From April 1, 2022 to May 5, 2022, the Company granted 16,614,930 shares of stock options to certain management and employees of the Company at exercise prices ranging from $3.96 to $4.55 per share under the 2017 Plan. These options granted have a contractual term of ten years and generally vest over a 5-year period, with 20% of the awards vesting beginning on the anniversary date one year after the grant date. During the same period, the Company also granted 5,173,390 restricted ordinary shares to certain management and employees of the Company. One-fifth of the restricted shares will vest on each yearly anniversary from the date of the agreement. Upon termination of the optionees’ service with the Company for any reason, any unvested shares will be immediately forfeited.

Consolidated statements of shareholders' equity - USD ($) $ in Thousands	Total	Ordinary Shares	Additional Paid In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Treasury Stock
Balance at Dec. 31, 2020	$ 1,169,345	$ 5	$ 1,897,467	$ (713,603)	$ (14,524)
Balance, Shares at Dec. 31, 2020		878,110,260
Issuance of ordinary shares upon vesting of restricted shares	62,250	$ 0	62,250
Issuance of ordinary shares upon vesting of restricted shares, Shares		5,681,820
Exercise of shares options	702	$ 0	702
Exercise of shares options, Shares		583,640
Issuance of ordinary shares in connection with collaboration and license arrangement	0	$ 0	0
Issuance of ordinary shares in connection with collaboration and license arrangement, Shares		816,000
Issuance cost adjustment for secondary listing	65		65
Share-based compensation	7,318		7,318
Net loss	(232,910)			(232,910)
Foreign currency translation	2,900				2,900
Balance at Mar. 31, 2021	1,009,670	$ 5	1,967,802	(946,513)	(11,624)
Balance, Shares at Mar. 31, 2021		885,191,720
Balance at Dec. 31, 2021	$ 1,379,956	$ 6	2,825,948	(1,418,074)	(23,645)	$ (4,279)
Balance, Shares at Dec. 31, 2021	954,981,050	955,363,980				(382,930)
Issuance of ordinary shares upon vesting of restricted shares		$ 0	0
Issuance of ordinary shares upon vesting of restricted shares, Shares		514,800
Exercise of shares options	$ 297	$ 0	297
Exercise of shares options, Shares		1,156,660
Receipt of employees' shares to satisfy tax withholding obligations related to share-based compensation, Shares						(15,150)
Receipt of employees' shares to satisfy tax withholding obligations related to share-based compensation	(68)					$ (68)
Share-based compensation	12,410		12,410
Net loss	(82,394)			(82,394)
Foreign currency translation	(2,193)				(2,193)
Balance at Mar. 31, 2022	$ 1,308,008	$ 6	$ 2,838,655	$ (1,500,468)	$ (25,838)	$ (4,347)
Balance, Shares at Mar. 31, 2022	956,637,360	957,035,440				(398,080)

Revenue

3 Months Ended

Mar. 31, 2022

Revenue

Revenue

6. Revenue

Product revenue, net

The Company’s

product

revenue is primarily derived from the sale of ZEJULA, Optune, QINLOCK and NUZYRA in mainland China and Hong Kong. The table below presents the Company’s net product sales for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
	2022			2021
	$			$
Product revenue - gross		53,310			46,555
Less: Rebate and sales return		(7,215	)		(26,452	)

Product revenue - net		46,095			20,103

Sales rebates are offered to distributors in

mainland

China and the amounts are recorded as a reduction of revenue. Estimated rebates are determined based on contracted rates, sales volumes and level of distributor inventories.

Due to the inclusion of ZEJULA in the National Reimbursement Drug List (“NRDL”) in December 2020 and December 2021 for certain therapies, the Company accrued sales rebates

$2,587 and $22,009 compensation to distributors for those products previously sold at the price prior to the NRDL implementation, for the three months ended March 31, 2022 and 2021,

respectively.

The following table disaggregates net revenue by product for the three

months

ended March 31, 2022 and 2021:


	Three Months Ended March 31,
	2022		2021
	$		$
ZEJULA		29,597		12,606
Optune		12,797		7,130
QINLOCK		2,959		367
NUZYRA		742		—

Product revenue - net		46,095		20,103

Collaboration revenue

The Company’s collaboration revenue for the three months ended March 31, 2022 amounted to $629 was from the

collaborative arrangement with Huizheng (Shanghai) Pharmaceutical Technology Co., Lt

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Share-based compensation - Share Options - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended
	Apr. 20, 2022	Jan. 01, 2022	May 05, 2022	Mar. 31, 2022	Mar. 31, 2021	Apr. 01, 2022	Mar. 05, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized				73,697,670			41,409,450
Weighted-average grant-date fair value of options granted				$ 3.24	$ 9.88
Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted			16,614,930
Options granted contractual term			10 years
Vesting period			5 years
Option vesting percentage			20.00%
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense				$ 7,207	$ 5,549
Unrecognized compensation expense related to unvested share options granted				$ 89,126
Recognized over a weighted-average period				2 years 9 months 14 days
Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Threshold annual increase to the number of ordinary shares reserved to percentage of number of ordinary shares outstanding		4.00%
Aggregate number of shares reserved and available for issuance under plan				38,563,500
Two Thousand Seventeen Equity Incentive Plan \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of shares reserved and available for issuance under plan						75,562,170
2022 Incentive Plan \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of shares may be delivered in satisfaction of awards under plan subject to approval and adoption of plan	97,908,743
Minimum \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price of options			$ 3.96
Maximum \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price of options			$ 4.55
Management, Employees and Individual Advisors \| Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted				984,310	151,000
Options granted contractual term				10 years	10 years
Vesting period				5 years	5 years
Management, Employees and Individual Advisors \| Vesting anniversary year after the grant date \| Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Option vesting percentage				20.00%
Management, Employees and Individual Advisors \| Minimum \| Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price of options				$ 5.26
Management, Employees and Individual Advisors \| Maximum \| Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price of options				$ 6.29	$ 16.20
Management, Employees and Individual Advisors \| Maximum \| Vesting anniversary year after the grant date \| Two Thousand Seventeen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Option vesting percentage					20.00%

Licenses and collaborative arrangements pursuant to which milestone payments were made (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 13, 2021	Apr. 30, 2017	Mar. 31, 2022	Mar. 31, 2021	Mar. 30, 2022	Dec. 31, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Common stock par value			$ 0.000006		$ 0.000006	$ 0.000006
Issuance of ordinary shares in connection with collaboration and license arrangement				$ 0
Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Future milestone payments to be made upon achievement			$ 5,589,801
Paratek
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
License agreement date		2017-04
Payment of milestone fees		$ 7,500
Additional milestone payments			6,000
Paratek \| Upon Approval By FDA of a New Drug Application [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of milestone fees		5,000
Paratek \| Submission of the first regulatory approval application for a licensed product IN A People Republic Of China [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of milestone fees		3,000
Paratek \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Additional milestone payments		$ 40,500
Argenx BV
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
License agreement date	2021-01
Development cost-sharing payment			75,000
Issuance of ordinary shares in connection with collaboration and license arrangement, Shares	5,681,820
Common stock par value	$ 0.000006
Issuance of ordinary shares in connection with collaboration and license arrangement			62,250
Milestone payments			$ 25,000
Shares Issued Date			Jan. 13, 2021

Other current liabilities

3 Months Ended

Mar. 31, 2022

Other current liabilities

Other current liabilities

8. Other current liabilities

Other current liabilities consist of the following:


	As of
	March 31, 2022		December 31, 2021
	$		$
Payroll		16,318		25,685
Accrued professional service fee		5,170		4,319
Payables for purchase of property and equipment		668		2,568
Accrued rebate to distributors		14,625		15,001
Tax payables		9,931		8,817
Others (note (i))		3,244		4,421

Total		49,956		60,811

Note:

(i)	Others are mainly payables to employees for exercising the share-based compensations, payables related to travel and business entertainment expenses.

Cash and cash equivalents

3 Months Ended

Mar. 31, 2022

Cash and Cash Equivalents [Abstract]

Cash and cash equivalents

3. Cash and cash equivalents


	As of
	March 31, 2022		December 31, 2021
	$		$
Cash at bank and in hand		547,259		663,472
Cash equivalents (i)		299,698		300,628

		846,957		964,100

Denominated in:
US$		782,295		932,888
RMB (ii)		58,569		23,791
Hong Kong dollar (“HK$”)		5,551		6,674
Australian dollar (“A$”)		495		475
Taiwan dollar (“TW$”)		47		272

		846,957		964,100

Notes:

(i)	Cash equivalents represent short-term and highly liquid investments in a money market fund.

(ii)	Certain cash and bank balances denominated in RMB were deposited with banks in mainland China. The conversion of these RMB denominated balances into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the Chinese government.

Related party transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Research and development \| MEDx (Suzhou) Translational Medicine Co., Ltd.
Related Party Transaction [Line Items]
Transactions between its related party	$ 74	$ 103

Other current liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Other current liabilities

Payroll

$ 16,318

$ 25,685

Accrued professional service fee

5,170

4,319

Payables for purchase of property and equipment

668

2,568

Accrued rebate to distributors

14,625

15,001

Tax payables

9,931

8,817

Others

^[1]

3,244

4,421

Total

$ 49,956

$ 60,811

[1]	Others are mainly payables to employees for exercising the share-based compensations, payables related to travel and business entertainment expenses.

Basis of presentation and consolidation and significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

(a) Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form

10-Q

and Article 10 of Regulation

S-X.

10-K

for the year ended December 31, 2021.

Interim results are not necessarily indicative of full year results and the unaudited condensed consolidated financial statements may not be indicative of the Company’s future performance.

Principles of consolidation

(b) Principles of consolidation

Use of estimates

Fair value measurements

(d) Fair value measurements


Description	Fair Value as of March 31, 2022 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		8,444		8,444

Description	Fair Value as of December 31, 202 1 US$		Fair Value Measurement at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) US$
Equity Investments with Readily Determinable Fair Value		15,383		15,383

The Company does not have assets or liabilities measured at fair value on a nonrecurring basis during the periods presented.

Recent accounting pronouncements

(e) Recent accounting pronouncements

Adopted Accounting Standards

Significant accounting policies

(f) Significant accounting policies

10-K

for the year ended December 31, 2021.

Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Property and Equipment
Loss Contingencies [Line Items]
Purchase obligation	$ 22,294

Share-based compensation

3 Months Ended

Mar. 31, 2022

Share-based compensation

Share-based compensation

. Share-based compensation

Share options

On March 5, 2015, the Board of Directors of the Company approved an Equity Incentive Plan (the “2015 Plan”) which is administered by the Board of Directors. Under the 2015 Plan, the Board of Directors may grant options to purchase ordinary shares to management including officers, directors, employees and individual advisors who render services to the Company to purchase an aggregate of no more than 41,409,450 ordinary shares of the Company (“Option Pool”). Subsequently, the Board of Directors approved the increase in the Option Pool to 73,697,670 ordinary shares.

In connection with the completion of the initial public offering (the “IPO”), the Board of Directors approved the 2017 Equity Incentive Plan (the “2017 Plan”) and all equity-based awards subsequent to the IPO would be granted under the 2017 Plan.

The 2017 Plan provides for an automatic annual increase to the number of ordinary shares reserved under the 2017 Plan on each January 1st between January 1, 2018 and January 1, 2027 equal to the lesser of 4% of the number of ordinary shares outstanding as of the close of business on the immediately prior December 31st or such number as approved by the Board on or prior to such date each year. Accordingly, on January 1, 2022, the number of shares reserved under the 2017 Plan

increased by 38,563,500. The aggregate number of shares reserved and available for issuance under our 2017 Plan as of April 1, 2022 was

75,562,170.

On April 20, 2022, the Board of Directors of the Company approved the Zai Lab Limited 2022 Equity Incentive Plan (the “2022 Plan”), which is conditioned on and subject to the dual-primary listing of the Company on the Main Board of The Stock Exchange of Hong Kong Limited becoming effective and shareholder approval at the annual general meeting scheduled on June 22, 2022, and subject to the granting of the waiver on Note 1 to Rule 17.03(9) of the HK Listing Rules by The Stock Exchange of Hong Kong Limited. If approved and adopted, the aggregate number of shares that may be delivered in satisfaction of awards under the 2022 Plan is 97,908,743 ordinary shares. Once the 2022 Plan becomes effective, no new grants will be made under the 2015 Plan or the 2017

Plan.

For

the three months ended March 31, 2021, the Company granted 151,000 share options to certain management and employees of the Company at the exercise price $16.20 per share under the 2017 Plan. These options granted have a contractual term of ten years and generally vest over a five-year period, with 20% of the awards vesting beginning on the anniversary date one year after the grant date.

For the three months ended March 31, 2022, the Company granted 984,310 share options to certain management and employees of the Company at the exercise price ranging from $5.26 to $6.29 per share under the 2017 Plan. These options granted have a contractual term of ten years and generally vest over a five-year period, with 20% of the awards vesting beginning on the anniversary date one year after the grant date.

The weighted-average grant-date fair value of the options granted in the three months ended March 31, 2022 and 2021 were $3.24

and $9.88 per share, respectively. The Company recorded compensation expense related to the options of $7,207 and $5,549 for the three months ended March 31, 2022 and 2021, respectively, which were classified in the accompanying unaudited condensed consolidated statements of operations as follows:


	Three Months Ended March 31,
	2022		2021
	$		$
Selling, general and administrative		4,069		3,259
Research and development		3,138		2,290

Total		7,207		5,549

of March

2022

, there was $

89,126

of total unrecognized compensation expense related to unvested share options granted. That cost is expected to be recognized over a weighted-average period of

2.79

years which is determined based on the number of

unvested

shares and unrecognized years.

Non-vested restricted shares

For the three months ended March 31, 2021, 192,600 ordinary shares were authorized for grant to the independent directors. The restricted shares will vest and be released from the restrictions in full on the first anniversary from the date of the agreement. Upon termination of the independent directors’ service with the Company for any reason, any shares that are outstanding and not yet vested will be immediately forfeited.

For the three months ended March 31, 2021, 31,000 ordinary shares were authorized for grant to certain management. One-fifth of the restricted shares will vest and be released from the restrictions on each yearly anniversary from the date of the agreement. Upon termination of the certain management’s service with the Company for any reason, any shares that are outstanding and not yet vested will be immediately forfeited.

For the three months ended March 31, 202

, 388,150 ordinary shares were authorized for grant to the independent directors. The restricted shares will vest and be released from the restrictions in full on the first anniversary from the date of the agreement. Upon termination of the independent directors’ service with the Company for any reason, any shares that are outstanding and not yet vested will be immediately

forfeited.

For

the three months ended March 31, 2022, 477,150 ordinary shares were authorized for grant to certain management. One-fifth of the restricted shares will vest and be released from the restrictions on each yearly anniversary from the date of the agreement. Upon termination of the certain management’s service with the Company for any reason, any shares that are outstanding and not yet vested will be immediately forfeited.

The Company measured the fair value of the

non-vested

restricted shares as of respective grant dates and recognized the amount as compensation expense over the deemed service period using a graded vesting attribution model on a straight-line basis.

As of March 31, 2022, there was $68,292 of total unrecognized compensation expense related to

non-vested

restricted shares. The Company recorded compensation expense related to the restricted shares of

5,203 and $1,769 for the three months ended March 31, 2022 and 2021, respectively, which were classified in the accompanying unaudited condensed consolidated statements of operations as follows:


	Three Months Ended March 31,
	2022		2021
	$		$
Selling, general and administrative		2,923		1,211
Research and development		2,280		558

Total		5,203		1,769

Other current liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Other current liabilities

Schedule of other current liabilities

Other current liabilities consist of the following:


	As of
	March 31, 2022		December 31, 2021
	$		$
Payroll		16,318		25,685
Accrued professional service fee		5,170		4,319
Payables for purchase of property and equipment		668		2,568
Accrued rebate to distributors		14,625		15,001
Tax payables		9,931		8,817
Others (note (i))		3,244		4,421

Total		49,956		60,811

Note:

(i)	Others are mainly payables to employees for exercising the share-based compensations, payables related to travel and business entertainment expenses.

Revenue - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Amount of compensation to distributors included in sales rebates	$ 2,587	$ 22,009
Collaboration revenue	$ 629

Share-based compensation - Allocation of Compensation Expense Related to Option (Details) - Stock Options - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	$ 7,207	$ 5,549
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	4,069	3,259
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation expense	$ 3,138	$ 2,290

Restricted Net Assets (Details) - PRC - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Restricted net assets
Minimum required percentage of statutory reserves	10.00%
Percentage of statutory reserves to respective registered capital	50.00%
Statutory reserves	$ 0	$ 0
Restricted amount by subsidiaries	$ 406,010		$ 406,010

Organization and principal activities	3 Months Ended
Organization and principal activities	Mar. 31, 2022
Organization and principal activities
Organization and Principal Activities	1. Organization and principal activities Zai Lab Limited was incorporated on March 28, 2013 in the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands (as amended). Zai Lab Limited and its subsidiaries (collectively referred to as the “Company”) are focused on developing and commercializing therapies that address medical conditions with unmet medical needs including, in particular, oncology, autoimmune disorders, infectious diseases, and neuroscience. The Company’s principal operations and geographic markets are in mainland China, Hong Kong, Macau and Taiwan (hereinafter collectively referred to as “Greater China”). The Company has a substantial presence in Greater China and the United States.

Consolidated statements of operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Product revenue, net	$ 46,095	$ 20,103
Collaboration revenue	629
Total revenues	46,724	20,103
Expenses:
Cost of sales	(15,643)	(7,505)
Research and development	(53,854)	(203,852)
Selling, general and administrative	(56,991)	(35,838)
Loss from operations	(79,764)	(227,092)
Interest income	188	214
Other expenses, net	(2,597)	(6,227)
Loss before income tax and share of income (loss) from equity method investment	(82,173)	(233,105)
Income tax expense		0
Share of income (loss) from equity method investment	(221)	195
Net loss	(82,394)	(232,910)
Net loss attributable to ordinary shareholders	$ (82,394)	$ (232,910)
Loss per share - basic and diluted	$ (0.86)	$ (2.64)
Weighted-average shares used in calculating net loss per ordinary share - basic and diluted	95,549,903	88,374,928

Restricted Net Assets	3 Months Ended
Restricted Net Assets	Mar. 31, 2022
Restricted net assets
Restricted net assets	13. Restricted net assets The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its Chinese subsidiaries. Relevant Chinese laws and regulations permit payments of dividends by the Company’s Chinese subsidiaries only out of its retained earnings, if any, as determined in accordance with Chinese accounting standards and regulations. The results of operations reflected in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s Chinese subsidiaries. In accordance with the Company Law of the People’s Republic of China, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s Chinese statutory accounts. A domestic enterprise may provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s Chinese statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s Chinese subsidiaries were established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits. During the three months ended March 31, 2022 and 2021, no appropriation to statutory reserves was made because the Chinese subsidiaries had substantial losses during such periods. As a result of these Chinese laws and regulations, subject to the limits discussed above that require annual appropriations of 10% of after-tax profit to be set aside, prior to payment of dividends, as general reserve fund, the Company’s Chinese subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. Foreign exchange and other regulation in mainland China may further restrict the Company’s Chinese subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of March 31, 2022 and December 31, 2021, amounts restricted are the paid-in capital of the Company’s Chinese subsidiaries, which both amounted to $406,010.

Share-based compensation (Tables)

3 Months Ended

Mar. 31, 2022

Allocation of compensation expense related to options

The weighted-average grant-date fair value of the options granted in the three months ended March 31, 2022 and 2021 were $3.24


	Three Months Ended March 31,
	2022		2021
	$		$
Selling, general and administrative		4,069		3,259
Research and development		3,138		2,290

Total		7,207		5,549

Allocation of compensation expense related to restricted shares

As of March 31, 2022, there was $68,292 of total unrecognized compensation expense related to

non-vested

restricted shares. The Company recorded compensation expense related to the restricted shares of

5,203 and $1,769 for the three months ended March 31, 2022 and 2021, respectively, which were classified in the accompanying unaudited condensed consolidated statements of operations as follows:


	Three Months Ended March 31,
	2022		2021
	$		$
Selling, general and administrative		2,923		1,211
Research and development		2,280		558

Total		5,203		1,769

Inventories - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Inventory [Line Items]
Inventory write-down	$ 138	$ 43
Inventory balance	$ 20,288		$ 18,951

Revenue - (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Revenue
Product revenue - gross	$ 53,310	$ 46,555
Less: Rebate and sales return	(7,215)	(26,452)
Product revenue - net	$ 46,095	$ 20,103

- Definition

+ References

+ Details

Share-based compensation - Non-vested Restricted Shares - Additional Information (Details) - Non-Vested Restricted Shares - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized share-based compensation	$ 68,292
Compensation expense	$ 5,203	$ 1,769
Independent Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares granted	388,150	192,600
Management
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares granted	477,150	31,000
Management \| Each yearly anniversary from the date of the agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Option vesting percentage	20.00%	20.00%

Inventories - Schedule of inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventories
Finished goods	$ 4,733	$ 5,632
Raw materials	15,555	13,231
Work in Progress	0	88
Inventories	$ 20,288	$ 18,951

Consolidated statements of cash flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net loss	$ (82,394)	$ (232,910)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for credit loss	(1)	1
Inventory write-down	138	14
Depreciation and amortization expenses	2,013	1,448
Amortization of deferred income	(708)	(78)
Share-based compensation	12,410	7,318
Noncash research and development expenses	0	62,250
Share of (income) loss from equity method investment	221	(195)
Loss from fair value changes of equity investment with readily determinable fair value	6,939	0
(Gain) loss on disposal of property and equipment	(11)	4
Noncash lease expenses	2,017	1,322
Changes in operating assets and liabilities:
Accounts receivable	14,080	(3,651)
Notes receivable	(3,513)	0
Inventories	(1,475)	502
Prepayments and other current assets	1,531	(3,386)
Long-term deposits	(71)	(47)
Value added tax recoverable	3,092	(1,558)
Accounts payable	(28,002)	(21,226)
Other current liabilities	(11,122)	21,707
Operating lease liabilities	(2,389)	(893)
Deferred income	118	(122)
Net cash used in operating activities	(87,127)	(169,500)
Cash flows from investing activities:
Purchases of short-term investments	(120,274)	0
Proceeds from maturity of short-term investment	100,000	743,902
Disposal of property and equipment	25
Purchase of property and equipment	(9,743)	(1,683)
Purchase of intangible assets	(152)	(214)
Net cash (used in) provided by investing activities	(30,144)	742,005
Cash flows from financing activities:
Proceeds from exercises of stock options	297	702
Payment of public offering costs	0	(973)
Employee taxes paid related to net share settlement of equity awards	(39)
Net cash provided by (used in) financing activities	258	(271)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(130)	(930)
Net (decrease) increase in cash, cash equivalents and restricted cash	(117,143)	571,304
Cash, cash equivalents and restricted cash - beginning of period	964,903	442,859
Cash, cash equivalents and restricted cash - end of period	847,760	1,014,163
Supplemental disclosure on non-cash investing and financing activities:
Payables for purchase of property and equipment	668	439
Payables for intangible assets	73	26
Payables for treasury stock	55
Payables for public offering costs	0	26
Supplemental disclosure of cash flow information:
Cash and cash equivalents	846,957	1,013,420
Restricted cash, non-current	803	743
Total cash and cash equivalents and restricted cash	$ 847,760	$ 1,014,163

Consolidated statements of comprehensive loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (82,394)	$ (232,910)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments	(2,193)	2,900
Comprehensive loss	$ (84,587)	$ (230,010)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section S99
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Cash and cash equivalents - Summary of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Mar. 31, 2021

Cash And Cash Equivalents [Line Items]

Cash at bank and in hand

$ 547,259

$ 663,472

Cash equivalents

^[1]

299,698

300,628

Cash and cash equivalents

846,957

964,100

$ 1,013,420

Denominated in US$

Cash And Cash Equivalents [Line Items]

Cash and cash equivalents

782,295

932,888

Denominated in RMB

Cash And Cash Equivalents [Line Items]

Cash and cash equivalents

^[2]

58,569

23,791

Denominated in Hong Kong dollar

Cash And Cash Equivalents [Line Items]

Cash and cash equivalents

5,551

6,674

Denominated in Australia dollar

Cash And Cash Equivalents [Line Items]

Cash and cash equivalents

495

475

Denominated in Taiwan dollar

Cash And Cash Equivalents [Line Items]

Cash and cash equivalents

$ 47

$ 272

[1]	(i) Cash equivalents represent short-term and highly liquid investments in a money market fund.
[2]	(ii) Certain cash and bank balances denominated in RMB were deposited with banks in China. The conversion of these RMB denominated balances into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the government of the People’s Republic of China (“PRC”).

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue

Schedule of net product sales


	Three Months Ended March 31,
	2022			2021
	$			$
Product revenue - gross		53,310			46,555
Less: Rebate and sales return		(7,215	)		(26,452	)

Product revenue - net		46,095			20,103

Schedule of disaggregation of net revenue

The following table disaggregates net revenue by product for the three

months

ended March 31, 2022 and 2021:


	Three Months Ended March 31,
	2022		2021
	$		$
ZEJULA		29,597		12,606
Optune		12,797		7,130
QINLOCK		2,959		367
NUZYRA		742		—

Product revenue - net		46,095		20,103

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property and equipment, net

Schedule of property and equipment

Property and equipment

, net

consist of the following:


	As of
	March 31, 2022			December 31, 2021
	$			$
Office equipment		838			836
Electronic equipment		5,932			5,036
Vehicle		222			220
Laboratory equipment		18,130			17,069
Manufacturing equipment		14,721			14,600
Leasehold improvements		10,506			10,432
Construction in progress		13,126			11,334

		63,475			59,527
Less: accumulated depreciation		(18,248	)		(16,425	)

Property and equipment, net		45,227			43,102