授权合作里程碑付款及提成

港股IPO招股书披露先例 · 17 家公司,17 项

授权合作里程碑付款及提成指申请人与合作方订立的长期授权或合作协议,通常涉及首付款、里程碑付款、销售提成,以及对方的终止权或开发放弃权。招股书一般在概要、风险因素、业务及财务资料章节披露协议期限、许可地域与独家范围、付款结构及终止机制等重大条款,并解释交易公平合理、符合公司及股东整体利益,或说明合作可带来可预测现金流、分担研发风险,以及创新能力和产品价值获合作方认可。

2026-08-28Application Proof
贝达药业股份有限公司Betta Pharmaceuticals Co., Ltd.

与InventisBio及Mabworks的长期协议

InventisBio is eligible to receive an upfront payment, as well as milestone payments upon achievements of certain future pre-specified regulatory and sales milestones, with total payments in the range of approximately RMB400 million to RMB600 million, and tiered low-double-digit royalties on annual net sales of befotertinib in the Licensed Territory during the prescribed royalty term, which will expire, on a region-by-region (meaning each region of the Territory is measured independently) and product-by-product (meaning each licensed product form is measured independently) basis, on the expiration of InventisBio’s compound patent that contains the last valid claim on such product in such region, subject to further extension in accordance with the agreement.

Business · 第 173 页

The agreement may be terminated (i) by either party for uncured material breach by the other party; (ii) by InventisBio if we abandon the development of befotertinib, develop other EGFR-T790M targeted drugs, or continuously fail to undertake substantial activities in relation to clinical trials of befotertinib for three months; or (iii) by us if certain befotertinib compound fails to be patented or such patents are later invalidated.

Business · 第 173 页

On December 30, 2023, we entered into a supplemental agreement with Mabworks, under which, after arm’s length negotiations taking into account the anticipated market performance of MIL60, we agreed to pay Mabworks a one-off buyout fee of RMB25.0 million in order to streamline project management and further optimize our resource allocation, and the parties agreed to terminate all future royalty arrangements under the collaboration agreement.

Business · 第 174 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-21Application Proof

与Betta及CTTQ的长期授权合作协议

As of the Latest Practicable Date, RMB100 million of regulatory milestone payments had been triggered and become payable by Betta to us.

Business · 第 188 页

Pursuant to the Betta Agreement, we are entitled to receive from Betta upfront payment and development milestone payment of RMB230 million.

Summary · 第 6 页

Pursuant to the CTTQ Agreement, we will be entitled to receive upfront and development milestone payments of up to RMB260 million, as well as commercial milestone payments of up to RMB290 million.

Business · 第 190 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-07Application Proof
勤浩医药(苏州)股份有限公司Suzhou Genhouse Bio Co., Ltd.

GH21及GH31对外授权安排附独家许可及付款条款

In addition, with a potential total deal value up to approximately US$282.0 million, in 2020, we granted HUYABIO International, LLC and its subsidiary HBI Pharma Ltd. an exclusive licence to develop and commercialise GH21 worldwide excluding Chinese Mainland, Hong Kong, Macau and Taiwan.

Summary · 第 2 页

(i) a one-time, non-refundable upfront payment of US$80,000,000; (ii) development, regulatory, and commercial milestone payments of up to US$1,450,000,000 in aggregate; and (iii) tiered royalty payments which are based on annual net sales at a rate of up to a low double digit precentage during the Royalty Term, subject to customary reductions including for payments for third party licenses.

Business · 第 191 页

We consider that the terms of the Gilead Licensing Agreement are fair and reasonable and the transactions contemplated thereunder are in the interests of our Company and our Shareholders as a whole.

Business · 第 192 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Application Proof
成都欧林生物科技股份有限公司Chengdu Olymvax Biopharmaceuticals Inc.

与澳洲大学订立20年期GAS疫苗独家许可协议

The GAS Agreement has a term of 20 years from the date of signing or/until the expiration of the last patent, whichever is later.

Business · 第 164 页

We are obligated to make milestone payments to our GAS Partner totaling AUD1,025,000, contingent upon the achievement of specific development and regulatory milestones in China:

Business · 第 165 页

We are obligated to pay our GAS Partner an annual royalty at a mid single-digit percentage of the gross revenue generated from the licensed patents in the preceding year.

Business · 第 165 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-15Application Proof
凌科药业(浙江)股份有限公司Lynk Pharmaceuticals Co., Ltd.

与先声及Bleecker协议的里程碑补偿与终止条款

If we obtain the marketing authorization of LNK01001 for AS as scheduled, we will receive a reward of up to RMB7.5 million from Simcere. If we fail to obtain the marketing authorization of LNK01001 for AS as scheduled, we will pay Simcere compensation of up to RMB7.5 million.

Business · 第 191 页

Prolonged delays in any indication may require renegotiation of commercial rights, including possible reallocation of sales and promotion rights to other indications.

Business · 第 191 页

This collaboration shall continue unless one party breaches the terms of the agreement and fails to remedy the breach or obtain the other party’s understanding within 90 days.

Business · 第 192 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-12Prospectus

与君实生物/君泽创耀的长期授权合作协议

Before submitting the NDA, (i) Junze Chuangyao has the option to pay 50% of the actual expenses incurred in Phase I, Phase II and Phase III clinical trials, thereby maintaining 50% rights and interests in HJ197 in the Collaboration Area.

Business · 第 209 页

Junze Chuangyao may also terminate the HJ197 Agreements if HJ197 is rejected for marketing approval or the sales of HJ197 are terminated.

Business · 第 209 页

After a comprehensive assessment, we chose to out license HJ191 to maximize its value with a partner and to concentrate internal resources on HJ891.

Business · 第 211 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-08Application Proof
杭州高光制药股份有限公司Hangzhou Highlightll Pharmaceutical Co., Ltd.

与Biohaven及Tenovation的独家授权协议

On March 21, 2023, we entered into a development and license agreement with Biohaven Therapeutics Ltd., a wholly owned subsidiary of Biohaven Ltd. (NYSE: BHVN) (“Biohaven”), where we granted Biohaven exclusive rights to research, develop, manufacture and commercialize our brain penetrant dual TYK2/JAK1 inhibitor program, known as TLL-041 to us, for the treatment of diseases, disorders or conditions in humans in all territories worldwide excluding mainland China, Hong Kong, Macau and Taiwan.

Summary · 第 6 页

On July 3, 2023, we entered into a license and development agreement with Shanghai Tenovation Biopharmaceutical Co., Ltd. (上海建毅騰創生物醫藥科技有限公司) (“Tenovation”) where we granted Tenovation an exclusive, royalty-bearing license worldwide for Tenovation to research, develop, manufacture, and commercialize TLL-009 and any veterinary drug product comprising TLL-009 for the diagnosis, treatment and/or prevention of diseases in animals, excluding any applications for human use.

Summary · 第 6 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-05Prospectus
南京英派药业股份有限公司IMPACT Therapeutics, Inc07630.HK

与Eikon的长期授权合作协议安排

Under the exclusivity arrangement of the Eikon Agreement, neither party shall, during the term of the agreement, clinically develop, manufacture or commercialize any PARP1 selective inhibitor, except pursuant to the terms and conditions thereunder.

Business · 第 205 页

Based on the latest patent application, the Eikon Agreement is expected to extend to at least 2046.

Business · 第 206 页

Eikon may unilaterally terminate the Eikon Agreement in its entirety immediately if it receives a clinical hold or a withdrawal notice from applicable regulatory authorities with respect to the Licensed Products due to safety concerns.

Business · 第 206 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-20Prospectus
迈威(上海)生物科技股份有限公司Mabwell (Shanghai) Bioscience Co., Ltd.02493.HK

独家授权协议对价重大且可被终止

Under the Mailisheng Licensing Agreement, T-mab Bio Pharma shall obtain a total of up to RMB500 million of upfront payment and sales milestone payment (including one-time nonrefundable upfront payment of RMB380 million), and the royalty of up to double-digit percentage of net sales of Mailisheng (邁粒生^®^).

Business · 第 197 页

Under the 9MW3811 Licensing Agreement, we shall obtain a one-time non-refundable upfront payment of US$25 million, a total of up to US$571 million of near-term payment, development and commercial milestone payment, and the royalty payment based on net sales of the licensed products (IL-11 directed therapeutics including 9MW3811).

Business · 第 197 页

Additionally, Qilu shall have the right to terminate the Mailisheng License Agreement without cause, by providing a 90-day prior written notice to us.

Business · 第 197 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-23Application Proof
杭州先为达生物科技股份有限公司Hangzhou Sciwind Biosciences Co., Ltd.

授权及合作协议的独家与终止条款

As of the Latest Practicable Date, we have already received the upfront payment in full and is subsequently eligible to receive up to US$56.0 million in milestone payments related to R&D, registration, and commercialization, as well as tiered royalties ranging from high-single-digit to low-double-digit percentages on product sales.

Business · 第 185 页

inno.N may terminate the inno.N Agreement for convenience with written notice at least a specified number of days prior to the effective termination date.

Business · 第 185 页

With prior written notice, Sino Biopharm may unilaterally terminate this Sino Biopharm Agreement if its R&D, registration, manufacturing, or commercialization of XW001 becomes infeasible due to: (a) issues related to the quality, safety, or efficacy of XW001, or (b) changes in market conditions or regulatory policies or other objective reasons not attributable to either party.

Business · 第 188 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-17Application Proof
上海爱科百发生物医药技术股份有限公司Shanghai Ark Biopharmaceutical Co., Ltd.

授权协议项下里程碑及提成付款义务

The development milestone payments upon commencement of the Phase III clinical trial and the first NDA filing, in an aggregate amount of US$3.0 million, had become due but remained unsettled, which we expect to settle in 2026.

Business · 第 182 页

Such payments have been or are expected to be funded by internal resources, external financing (including [REDACTED] from the [REDACTED]) and/or future commercialization revenue.

Business · 第 184 页

The amount of such payments was determined after arm’s length negotiations with reference to the development stage, commercial potential, scope of licensed rights, comparable transactions and prevailing market practice.

Business · 第 187 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-07Prospectus
四川百利天恒药业股份有限公司Sichuan Biokin Pharmaceutical Co., Ltd.02615.HK

BMS许可协议重大条款及终止权

Pursuant to the BMS Agreement, on March 7, 2024, we received a non-refundable and non-creditable upfront payment of US$800 million from BMS, which is not subject to any further conditions, and BMS is required to pay up to US$500 million in contingent near-term payments, which payment amounts are adjusted based on when each prescribed milestone is achieved.

Business · 第 424 页

BMS may terminate the BMS Agreement, in its entirety or on a country-by-country basis, without cause by giving us at least 90 days’ prior written notice, if such termination is before the first commercial sale of the Licensed Product in the U.S. or ROW, or at least 6 months’ prior written notice, if such termination is thereafter, subject to our right to extend the effective date of such termination up to a specified time period.

Business · 第 426 页

We believe this collaboration allows us to combine resources, expertise and infrastructure to expedite development and commercialization while effectively managing the associated costs and risks.

Business · 第 422 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-11Prospectus
劲方医药科技(上海)股份有限公司GenFleet Therapeutics (Shanghai) Inc.02595.HK

终止信达境外选项须支付2,000万美元终止费

In consideration of the termination, we shall pay non-refundable termination fees to Innovent in an aggregate of US$20.0 million (the "Termination Fees") in installments by December 1, 2026.

Business · 第 398 页

The remaining termination fees payment of US$14.0 million will be paid in two installments by December 2026.

Summary · 第 17 页

According to Frost & Sullivan, a higher amount of termination fee than the original option fee is in line with industry norm.

Business · 第 398 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-24Prospectus
拨康视云制药有限公司CLOUDBREAK PHARMA INC.02592.HK

首例患者给药延迟触发Grand Pharma终止权

Pursuant to the Licensing Agreement, Grand Pharma shall have the right to terminate the Licensing Agreement upon written notice to us, if we fail to successfully complete the first patient dosing of CBT-001 in mainland China by 13 April 2022 (or within a mutually agreed extended timeline), or fail to obtain the regulatory approval for CBT-001 in mainland China by 13 April 2025 (or within a mutually agreed extended timeline).

Business · 第 335 页

The first patient dosing in mainland China occurred on 6 March 2024 which is after 13 April 2022, as the clinical trial progress was affected by COVID-19, which may give rise to Grand Pharma’s right to terminate the Licensing Agreement with us absent a mutually agreed extended timeline or an amendment or waiver of the relevant terms.

Business · 第 336 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-04-07Prospectus
映恩生物Duality Biotherapeutics, Inc.09606.HK

对外授权及合作协议总交易额逾60亿美元

We have entered into several out-licensing and collaboration deals with leading industry players worldwide to date, including BioNTech, BeiGene, Adcendo, GSK, and Avenzo, with over US$6.0 billion in total deal value (of which approximately US$500 million had been received as of the Latest Practicable Date).

Business · 第 390 页

GSK paid US$30 million in upfront payment and has agreed to pay additional pre-option milestone payments.

Business · 第 403 页

We have received an upfront payment of US$50 million and will be eligible to receive up to approximately US$1.15 billion in development, regulatory and commercial milestone payments.

Business · 第 404 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-30Prospectus
巨星传奇集团有限公司Star Plus Legend Holdings Limited06683.HK

与JVR音乐及恒美的长期独家合作协议

We collaborated with Mr. Jay Chou through (i) being a planner and/or an investor to large-scale concerts featuring Mr. Jay Chou, including one concert in each of 2019 and 2020, where we procured Mr. Jay Chou to perform at such concerts through Archstone; (ii) being the lead creator of J-Style Trip, where we procured Mr. Jay Chou to appear and obtained the right to use Mr. Jay Chou’s publicity rights through Archstone; (iii) jointly developed and owned the ChouMate trademarks with JVR Music; and (iv) entered into a 10-year IP Authorization Agreement with JVR Music pursuant to which we have secured an exclusive right in relation to projects related to ChouMate and a non-exclusive priority right to invest in projects related to Mr. Jay Chou and his IPs globally.

Summary · 第 4 页

On May 26, 2021, we entered into a new five-year cooperation framework agreement with Hangzhou Hengmei in relation to our MODONG coffee.

Business · 第 256 页

Term. Five years, and shall be automatically renewed for one year upon expiration, unless we give three months’ prior written notice to Hangzhou Hengmei.

Business · 第 256 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-29Prospectus
四川科伦博泰生物医药股份有限公司Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd.06990.HK

与MSD订立三项独家许可及合作协议

In May 2022, we granted to MSD an exclusive, royalty-bearing and sublicensable license to develop, use, manufacture and commercialize our TROP2 ADCs, including SKB264 (also known as "MK2870" in MSD's portfolio) and any other TROP2 ADCs we may develop in the future, and products containing one or more such TROP2 ADCs outside Greater China.

Summary · 第 10 页

In June 2022, we granted to MSD an exclusive, royalty-bearing, sublicensable license to develop, use, manufacture and commercialize SKB315 and products based on SKB315 globally.

Summary · 第 10 页

To date, we have entered into nine out-license agreements, including three license and collaboration agreements with MSD to develop up to nine ADC assets for cancer treatment.

Business · 第 276 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

Tell us