August 24, 2019

Jielun Zhu
Chief Financial Officer
Suite 802, West Tower, OmniVision
88 Shangke Road, Pudong District
Shanghai, 201210
People's Republic of China

       Re: I-Mab
           Draft Registration Statement on Form F-1
           Submitted July 29, 2019
           CIK No. 0001778016

Dear Mr. Zhu:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form F-1 submitted July 29, 2019

Prospectus Summary
Overview, page 1

1.     We note your references throughout your registration statement to your
product candidates
       as potentially "first-in-class" or ``best-in-class   biologics. These
terms suggest that the
       product candidates are effective and likely to be approved. Further, it
is inappropriate for
       you to state or imply that you will achieve a given market share given
the length of time
       and uncertainty with respect to securing marketing approval for your
product candidates.
       Please delete these references throughout your registration statement.
If your use of these
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         terms was intended to convey your belief that the products are based
on a novel
         technology or approach and/or is further along in the development
process, you may
         discuss how your technology differs from technology used by
competitors and, if
         applicable, that you are not aware of competing products that are
further along in the
         development process. Statements such as these should be accompanied by
         language that the statements are not intended to give any indication
that the product
         candidates have been proven effective or that they will receive
regulatory approval.
Commercial Opportunities in China and Our Unique Position, page 1

2.       The prospectus summary should include a balanced presentation of your
         including your competitive position in the industry. In the
presentation of your business,
         you state you are "one of the top clinical stage innovative biotech
companies in China."
         We also note your statement on page 4 that you are regarded as an
ideal China partner
         based on your strong development capabilities and proven track record.
Please tell us the
         basis for these claims and balance your summary presentation by
providing equally
         prominent disclosure about the competitive and regulatory challenges
you face.
Fast-to-Market China Approach, page 2

3.       Statements indicating safety and efficacy are not appropriate for
product candidates in
         clinical trials. Safety and efficacy determinations are solely within
the authority of the
         applicable regulators and are continually assessed through all phases
of clinical trials.
         Please revise your document to remove all statements that indicate or
imply that your
         product candidates are safe or effective, including preliminary
indications of safety or
         efficacy. We specifically note the following examples:
           On page 2, "All of these investigational drugs have passed Phase 1
or Phase 2 clinical
             trials with favorable safety and preliminary efficacy data in
Europe, the United States
             or elsewhere"
           On page 5, "TJ202 is a differentiated CD38 antibody originally
developed by
             MorphoSys with good clinical safety and efficacy data..."
           On page 6, "The clinical safety and effect of TJ107 on T cells have
been demonstrated
             in multiple previous and ongoing clinical trials in South Korea
and the United States"
           On page 136, "TJ202 was safe..."
           On page 139, "TJ107 provides additional treatment efficacy when
combined with PD-
             1/PD-L1 therapies..."
           On page 142, "TJ101 demonstrated a good safety profile..."
           On page 144, "Overall, TJ101 was shown to be safe..."
           On page 145, "There results indicated that weekly or twice monthly
treatment with
             TJ101 produced clinical efficacy..."
           On page 146, "TJ301 demonstrated efficacy in pre-clinical
           On page 148 and 149, "TJ301 was safe...[t]he safety profile of TJ301
was favorable..."
           On page 154, "The combination of enoblituzumab and pembrolizumab
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             acceptable safety..."
         These examples are provided for illustrative purposes and this is not
a complete list of
         statements indicating that the product candidates are safe or
effective. Note that you may
         present the summary results from the clinical trials without
presenting your conclusion
         relating to safety or efficacy, e.g., you may present data and
disclose whether trial
         endpoints were met. Please revise similar statements on pages 157-158
stating your
         conclusions that third parties have demonstrated efficacy in clinical
trials of otilimab and
         mavrilimumab. Additionally, we note your disclosure on page 3 that
"TJC4 has been
         validated...." Please clarify what you mean by "validated" in your
Our Unique Business Model, page 2

4.       We note your use of "fast-to-market" and "fast-to-PoC" here and
throughout the
         prospectus. Please revise your disclosure and similar statements
throughout your
         prospectus to remove any implication that you will be successful in
commercializing your
         product candidates in a rapid or accelerated manner as these
statements are speculative for
         you to make.
Our Drug Pipeline, page 5

5.       We note your disclosure on pages 176-177 that you have agreed to share
in the
         development costs of TJ202 with Everest Medicines Limited and that you
will share in the
         product's profit and loss in proportion to the development costs
incurred. Please add
         explanatory disclosure to your pipeline table presentation to reflect
these terms.
6.       It appears from your disclosure that you have not yet commenced Phase
2 clinical
         development of enoblituzumab. Accordingly, please shorten the arrow in
your pipeline
         table to reflect the current stage of development.
Use of Proceeds, page 81

7.       Please revise to identify the stage of development you expect to
achieve for each listed
         product candidate with the proceeds of the offering. To the extent
material amounts of
         other funds are necessary to accomplish the specified purposes, state
the amounts and
         sources of such other funds needed for each specified purpose. Refer
to Item 3.C.1 of
         Form 20-F.
Management's Discussion and Analysis and Financial Conditions and Results of
Results of Operations
Research and Development Expenses, page 98

8.       You provide a breakdown of the major components of your research and
         expenses on page 98. For each of your key research and development
projects, please
         also revise to quantify the research and development costs incurred
during each period
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Critical Accounting Policies and Significant Judgments and Estimates
Fair Value of Ordinary Shares, page 109

9.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the initial public offering and the estimated offering price.
This information will help
         facilitate our review of your accounting for equity issuances
including stock
         compensation, beneficial conversion features, and changes in the fair
value of the
Industry, page 111

10.      We note your use of the Frost & Sullivan report throughout your
prospectus. Please
         provide us with a complete copy of the report marked to show the
relevant sections you
         cite in your disclosure.
Business, page 126

11.      We note that your disclosures throughout this section reference to
         disease," "stable disease," "minimal response," "partial response,"
"very good partial
         response," "complete response," and "stringent complete response."
Please revise your
         document to define these terms and disclose how responses were
Phase 1 Study of Enoblituzumab Monotherapy, page 153

12.      We note your reference on page 153 to treatment-related Grade 3 or
higher adverse events
         (AEs). Please revise to disclose the definitions for Grade 3 or
higher. To the extent a
         drug-related serious adverse event has occurred, or an event the
investigator could not
         determine was unrelated to treatment, please clearly disclose the
event and the number of
         affected patients.
Global Portfolio, page 157

13.      Please expand your disclosure on page 161 with respect to the Phase 1
clinical trial
         for TJM2 and on page 165 with respect to the Phase 1 clinical trial
for TJC4 to provide the
         number of patients enrolled in each referenced cohort. Please also
revise page 168 to
         disclose the number of patients enrolled in your TJD5 program.
Licensing Agreement with MorphoSys (MOR202/TJ202), page 170

14.      We note your disclosure that you are required to pay tiered
double-digit royalties. This
         disclosure is overly broad and may imply that your royalty rate is up
to 49%. Please revise
         your disclosure here and throughout the prospectus to give investors a
reasonable idea of
         the amount of the royalty rate that does not exceed 10 percentage
points. Please also
         disclose the number of years relevant to the royalty term.
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Licensing and Collaboration Arrangements, page 170

15.      For each of your license and collaboration agreements, please expand
your disclosure to
         include the termination provisions. For each of your in-license
agreements and your
         agreements discussed under the heading "Collaboration Arrangements" on
page 176,
         please disclose amounts paid to date.
Collaboration Agreement with Macrogenics (enoblituzumab) , page 173

16.      With respect to ownership of the clinical data generated pursuant to
your collaboration
         agreement with Macrogenics, Inc., please clarify what you mean by your
reference "where
         co-ownership is possible." Additionally, your disclosure that you will
co-own the clinical
         data to the extent not required for Macrogenics to maintain marketing
approvals in China
         appears inconsistent with your disclosure that you own an exclusive
license to
         Macrogenics' patents to commercialize enoblituzumab in Greater China.
Please revise or
         advise. Please also disclose the expiry date for the latest data
exclusivity period referenced
         on page 174.
Out-Licensing Arrangements
Licensing Agreement with CSPC Entity, page 175

17.      Please disclose when the latest to expire patent is scheduled to
Description of American Depositary Shares
Limitations on Obligations and Liability to ADS Holders, page 253

18.      We note your disclosure that the deposit agreement contains a waiver
of jury trial
         provision. Please revise your disclosure to clarify that by agreeing
to the provision,
         investors will not be deemed to have waived the Company's or the
         compliance with the federal securities laws or the rules and
regulations promulgated
         thereunder. Please also ensure that the deposit agreement includes a
statement to that
PRC Taxation, page 257

19.      We note your statement of belief that I-Mab is not a PRC resident for
PRC tax purposes.
         Please revise to clearly state that the disclosure in this section is
the opinion of named
         counsel, and revise to express a firm opinion for each material tax
consequence. If such
         opinion is subject to uncertainty, counsel may provide a "should' or
"more likely than not"
         opinion and explain why a "will" opinion cannot be given and describe
the degree of
         uncertainty. For guidance, please refer to Section III.C.4 of Staff
Legal Bulletin No. 19.
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Financial Statements
Notes to the Consolidated Financial Statements
18. Licensing and Collaboration Arrangements
Out-Licensing Collaboration Arrangements, page F-45

20.   With regards to your revenue recognition conclusions for your
collaboration agreement
      with CSPS Pharmaceutical Group Limited, please explain what consideration
was given
      to the ongoing performance obligation of assisting CSPC in the continued
optimization of
      the manufacturing technology.

21.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
22.   Please ensure that all graphics are legible and provide us proofs of all
graphics, visual, or
      photographic information you will provide in the printed prospectus prior
to its use, for
      example in a preliminary prospectus. Please note that we may have
comments regarding
      this material.
       You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other

FirstName LastNameJielun Zhu
                                                             Division of
Corporation Finance
Comapany NameI-Mab
                                                             Office of
Healthcare & Insurance
August 24, 2019 Page 6
cc:       Z. Julie Gao, Esq.
FirstName LastName