Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*

上海君實生物醫藥科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1877)

VOLUNTARY ANNOUNCEMENT-

ENTERING INTO THE TECHNOLOGY TRANSFER AND

COOPERATION AGREEMENT WITH WIGEN BIOMEDICINE

This announcement is made by Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股 份有限公司) (the "Company") on a voluntary basis.

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that the Company intends to enter into a technology transfer and cooperation agreement (the "Agreement") with Wigen Biomedicine Technology (Shanghai) Co., Ltd. ("Wigen Biomedicine"). Wigen Biomedicine will transfer its 50% interest in four of its self-developed drug projects (project code: WJ1024/WJ1075 (either one to be selected by the Company), WJ05129, APL1898, and WJ13404) to the Company. The Company will be granted the world-wide exclusive production rights, licensed production rights and sales rights for the above drugs.

KEY TERMS OF THE AGREEMENT

  1. Technology Transfer

Wigen Biomedicine will transfer its 50% interest in the above four drugs (including but not limited to world-wide research and development ("R&D") technology and related patent applications, continuing clinical trials etc.), as well as the world-wide exclusive production rights, licensed production rights and sales rights to the Company.

  1. R&D Cooperation
    Both parties will jointly facilitate the preclinical research work of the above drugs in accordance with the Agreement. The Company will be responsible for clinical trial applications. Matters such as follow-up clinical trials, drug registration applications and marketing authorization will be determined by the joint steering committee, which is jointly established by both parties.

1

  1. Financial Terms
    1. Upfront payment

The Company will pay an upfront payment of RMB36 million to Wigen Biomedicine.

(II) R&D and sales milestone payment

The Company will pay Wigen Biomedicine milestone payments of not more than RMB436 million in aggregate based on the R&D and commercialization progress.

(III) Royalties

Upon the commercialization of each drug, royalties of 50% of the net income of that product will be payable by the Company to Wigen Biomedicine.

IV. Intellectual Property

Upon the settlement of the upfront payment by the Company to Wigen Biomedicine according to the Agreement, the intellectual property rights of the above drug projects obtained previously, at present and in the future shall be owned by both parties in proportion to their respective interests in the drugs.

  1. Conditions to Effectiveness of the Agreement

The Agreement will come into effect on the date of signing and sealing by both parties, and will terminate on the date when both parties' obligations are fully fulfilled, or after both parties mutually agree to terminate the Agreement, or on the date when any of termination events stipulated in the Agreement has occurred.

THE TECHNOLOGY TRANSFER AND COOPERATION DEVELOPMENT TARGETS

  1. WJ1024/WJ1075 (either one to be selected by the Company) is an oral broad-spectrum anti- tumor small molecule drug, designed and developed based on the characteristics of covalent inhibitors, which inhibits XPO1 protein with fast metabolism. It can be used clinically for the treatment of a variety of hematological and solid tumors.
  1. WJ05129 is an oral small molecule Aurora A inhibitor. Aurora A inhibition and RB1 deletion or inactivation are synthetically lethal, which can be used for the treatment of small cell lung cancer, triple negative breast cancer and other malignant tumors with RB1 deletion or inactivation.
  1. APL1898 is a targeted small molecule inhibitor that effectively inhibits EGFR exon20 insertion mutants. Preclinical data show that the drug maintains the activity of inhibiting common EGFR mutants such as T790M while overcoming insensitivity of the third- generation EGFR inhibitors to exon20 insertion mutants.

2

IV. WJ13404 is an effective fourth-generation EGFR inhibitor. Preclinical data show that the drug has good inhibitory activity towards acquired EGFR mutants insensitive to the third- generation inhibitors including Del19/T790M/C797S and L858R/T790M/C797S, and is highly selective against wild-type EGFR.

ABOUT WIGEN BIOMEDICINE

Legal representative:

Xie Yuli (謝雨禮)

Registered capital:

USD10 million

Date of establishment:

27 April 2018

Address:

No. 11, Lane 67, Libing Road, China (Shanghai) Pilot Free Trade Zone

Business scope:

Technology development in the field of biotechnology (except

for human stem cells, genetic diagnosis and treatment technology

development and application), research and development of

biomedicine, transfer of proprietary technology and the provision of

related technical consultation and technical services, the wholesale,

import and export of Class I medical devices, machinery and

equipment, communication equipment, laboratory reagents (except

drugs and dangerous goods), laboratory equipment and consumables,

as well as the provision of related supporting services. (For projects

subject to approval according to the law, operation of which can only

be commenced upon approval from relevant authorities.)

Wigen Biomedicine is a biomedical high-tech company committed to R&D of innovative drugs and the development of new technologies. The R&D of its innovative drugs covers anti-tumor, immunity, metabolism and other therapeutic areas. Based on the information provided by Wigen Biomedicine, Wigen Biomedicine has a new drug R&D team of over 40 staff members, with all core members having doctoral degrees and extensive experience in drug R&D. At present, Wigen Biomedicine has applied for 24 new drug invention patents and 18 drug candidates.

To the best of the knowledge, information and belief of the Company having made all reasonable enquiries, Wigen Biomedicine is not a connected person (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company.

IMPACT OF THE AGREEMENT ON THE COMPANY

The cooperation is conducive to expanding the Company's R&D pipeline in the field of cancer treatment, improving the Company's market layout, and providing alternative treatment options for the unmet clinical needs in the market, which will have a positive impact on the sustained operations of the Company.

3

RISK WARNING

As pharmaceutical product is characterized by high technology, high risk and high added value with a long-life cycle constituted of R&D, clinical development, drug approval and commercial production, and is prone to be affected by uncertainties, thus the successful approval and release of the above transferred drugs is subject to certain risks. The above transferred drugs may not ultimately be successfully developed and marketed. In addition, the milestone payments as agreed in the Agreement are subject to certain conditions and the ultimate amount of payment is subject to uncertainties. Investors are reminded to exercise caution in making decisions and be cautious of investment risks. The Company will fulfill its information disclosure obligations in a timely manner in relation to the subsequent progress of the project in accordance with relevant regulations.

By order of the Board

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Shanghai, the PRC, 16 September 2020

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Mr. Chen Xinjun, Mr. Qian Zhi, Mr. Zhang Chun and Dr. Roy Steven Herbst as independent non-executive Directors.

  • For identification purpose only

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Shanghai Junshi Biosciences Co. Ltd. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2020 11:59:05 UTC