Securities code: 688180 Securities abbreviation: Junshi Biosciences Announcement No.: Pro 2024-071

Shanghai Junshi Biomedical Technology Co., Ltd

Announcement on the signing of the license agreement

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Recently, Shanghai Junshi Biomedical Technology Co., Ltd. (hereinafter referred to as the "Company") signed a License Agreement (hereinafter referred to as the "License Agreement") with the licensor. Under the License Agreement, the Licensor grants the Company the exclusive license and sub-license rights to develop, manufacture, use, import, export, sell and commercialize the two dual-target fusion proteins in Greater China (including Chinese mainland, Hong Kong SAR, Macau SAR and Taiwan), and the Company and the Licensor have the right to develop, manufacture, use, import, export, All rights to sell and otherwise commercialize one of the Licensed Products. The Company will pay the Licensor the appropriate down payment, milestone payment and sales royalty according to the progress of the project, and the Licensor may pay the Company sub-license revenue outside of Greater China.

This transaction does not constitute a connected transaction, nor does it constitute a material asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

There is a risk to whether the final licensed product can be successfully approved for marketing. In addition, the payment of milestone payments and sales commissions agreed in the license agreement is subject to certain conditions, and the final payment amount is uncertain. Investors are advised to make prudent decisions and pay attention to preventing investment risks.

1. Transaction Overview

Recently, the company signed a license agreement with the licensor. Pursuant to the License Agreement, Licensor grants the Company exclusive license and sub-license rights to develop, manufacture, use, import, export, sell and commercialize the two dual-target fusion proteins in Greater China (including Chinese mainland, Hong Kong SAR, Macau SAR and Taiwan), and the Company and Licensor have the right to develop, manufacture, use, import, export, sell and commercialize in any other way worldwide on a 50%:50% basis

All benefits in one of the licensed products. The Company will pay the Licensor the appropriate down payment, milestone payment and sales royalty according to the progress of the project, and the Licensor may pay the Company sub-license revenue outside of Greater China.

The subject of this transaction is two dual-target fusion proteins (i.e., licensed product 1 and licensed product 2), mainly

It is used for the treatment of malignant tumors. Currently, licensed product 1 is in the overseas phase I clinical trial stage, and the company has made it to the country

The NMPA submitted an application for a Phase I clinical trial of licensed product 1 in China, and licensed product 2 is in the near future

Pre-bedside study phase.

This transaction does not constitute a connected transaction, nor does it constitute a material asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

In accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association of Shanghai Junshi Biomedical Technology Co., Ltd., the transaction does not need to be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.

Due to the involvement of commercially sensitive information and trade secrets, the Company implements the company's internal information disclosure exemption process in accordance with relevant laws and regulations and the Management System for Suspension and Exemption of Information Disclosure of Shanghai Junshi Biomedical Technology Co., Ltd., and exempts the relevant information of the counterparty and the transaction target from disclosure.

2. The main content of the license agreement

(1) Permits

1. Licensed product 1

Licensor grants the Company exclusive license rights and sub-licensable rights to develop, manufacture, use, import, export, sell and otherwise commercialize the Licensed Products1 in Greater China. At the same time, the Licensor grants the Company a right of first refusal to purchase the Licensed Product 1 outside of Greater China.

2. Licensed product 2

The Company and the Licensor shall have a 50%:50% interest in the development, manufacture, use, import, export, sale and any other commercialization of the Licensed Products2 worldwide, and the Licensor grants the Company exclusive license and sub-license rights to develop, manufacture, use, import, export, sell and otherwise commercialize the Licensed Products2 in Greater China.

(2) Financial terms

1. Down payment

Upon signing of the license agreement, the company will make an upfront payment of $1.5 million to the licensor.

2. Milestones

The Company will pay the Licensor a milestone payment of up to RMB740 million in aggregate based on the R&D progress and sales of the Licensed Products.

3. Sales commission

The Company will pay Licensor a single-digit percentage of the annual net sales of the Licensed Product in Greater China based on sales of one of the Licensed Products in Greater China.

4. Sub-licensing income

Licensor may pay Company up to 20% of the sub-license revenue or US$200 million, whichever is lower, if Licensor grants a third party based on its rights under Licensor's intellectual property or sub-licensing rights obtained from the Company to develop, commercialize, manufacture, use, sell, import or export the Licensed Products outside of Greater China.

(3) Term and Termination

The license agreement shall come into force on the date of signing by both parties. Unless terminated earlier as agreed in this Agreement, this Agreement shall expire at the end of the royalty term of the Licensed Product in the last country. The term of the royalty is the date of the first commercial sale of the Licensed Product 1 in a country until the last date on which a valid claim is constituted or the tenth anniversary, whichever is later. At the end of the royalty term in one country, all license rights in force under this Agreement in that country will become perpetual, irrevocable, fully paid, and royalty-free.

(4) Governing Law and Dispute Resolution

The License Agreement shall be governed by the laws of the State of California, United States of America and the United States. Disputes under this License Agreement will be adjudicated in the State of California.

3. The impact of the signing of the agreement on the company

The signing of this license agreement is in line with the company's overall development strategy, which is conducive to enriching the company's R&D pipeline, improving the company's market layout, and providing treatment options for unmet clinical needs in the market, which will have a positive impact on the company's continuing operations. The transaction will not have a material impact on the Company's recent production and operation, financial condition and results of operations. The signing of this agreement will not lead to changes in the company's main business and business scope, has no impact on the company's independence, and does not harm the interests of the company and its shareholders.

4. Risk Warning

Due to the high-tech, high-risk, and high value-added characteristics of pharmaceutical products, the product has a long cycle from R&D, clinical trial approval to production, and many links, which are easily affected by some uncertain factors, and there are certain risks in whether the final licensed product can be successfully approved for marketing. In addition, the milestones agreed in the license agreement and cancellation

The payment of sales commission is subject to certain conditions, and the final payment amount is still uncertain. Investors are advised to make prudent decisions and pay attention to preventing investment risks.

The company will fulfill its information disclosure obligations on the follow-up progress of the project in a timely manner in strict accordance with the relevant regulations. The relevant company information is subject to the announcements published on the company's designated disclosure media, "China Securities Journal", "Shanghai Securities News", "Securities Times" and the website of the Shanghai Stock Exchange.

The announcement is hereby made.

Shanghai Junshi Biomedical Technology Co., Ltd

board of directors

November 20, 2024