港股IPO招股书披露先例 · 20 家公司，20 项
依赖授权引进知识产权，指公司核心或管线产品所涉的专利、技术或知识产权自第三方许可方取得，公司须支付前期费用、里程碑款项或特许权使用费，相关产权仍归许可方所有。招股书通常在概要、风险因素、业务及财务资料章节披露许可协议的主要条款与付款义务、相关产品收入或采购占总收入及总采购的比例、授权提前终止的影响，并从自身研发能力、对知识产权归属及商业化决策的控制、替代来源、长期合作与续期安排等方面解释依赖程度或说明依赖已减弱。
We bear our own costs and are required to pay milestone payments and royalties based on net sales.
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The licensed patent remains owned by the licensor and is not transferred to us.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看The new IP generated under the collaboration belongs to us.
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EnNaLuo is an in-licensed drug.
Business · 第 170 页
We agreed to make an upfront payment of US$22.5 million, development milestone payments of up to US$45.0 million, and sales milestone payments of up to US$140.0 million to Japan Tobacco.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看Under this agreement, we received exclusive development, registration, manufacture, commercialization, re-license, and sub-license rights to SAL0132 (also known as GW906), an siRNA drug candidate targeting AGT, in the Greater China Region.
Business · 第 179 页
Pursuant to such agreement, we transferred, among others, intellectual property and other rights in the compound underlying VVN461 and VVN432 to E-nitiate and E-nitiate granted us, among others, an exclusive, perpetual and irrevocable license to develop, manufacture and commercialize such compound (other than with respect to oral dosage formulation) in the ophthalmology (effective on and from February 10, 2021) and rhinology (effective on and from January 29, 2024) fields globally.
Business · 第 173 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In 2024, we obtained an exclusive global license from E-nitiate to develop, manufacture and commercialize certain compound (other than with respect to oral dosage formulation) in the rhinology field.
Financial Information · 第 265 页
In addition to our human pharmaceuticals, we have in-licensed the manufacturing and commercialization rights to a pipeline of veterinary anti-infective drugs, including bursal peptide injection, pig spleen transfer factor and rPoIFN-α, on a non-exclusive basis from Independent Third Parties.
Business · 第 157 页
Upon receiving approval, we, together with two other licensees, will be the holders to the new veterinary drug registration certificate of this product candidate, with a new veterinary drug monitoring period of up to five years.
Business · 第 158 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We are in the process of building a new production line for pig spleen transfer factor in our veterinary drug manufacturing facility in Chifeng, which is expected to commence operations in June 2026.
Business · 第 159 页
In October 2023, we exercised the option, and we now own the global development and commercialization rights for AP306.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, if we exercise the option under the Chugai Agreement, Chugai shall receive from us an upfront license payment of a low double-digit million of U.S. dollars as well as milestone payments up to a low single-digit hundreds of millions of U.S. dollars based on achievement of certain predetermined milestones relating to regulatory approval and commercial sales, and royalty payment of a middle single-digit to teens percentage of annual net sales of AP306 after its expected launch.
Business · 第 185 页
Under this agreement, CSPC Ouyi agreed to provide Sumgen with an upfront payment of RMB55.0 million and potential development and regulatory milestone payments of up to RMB110.0 million.
Business · 第 154 页
In May 2023, Megalith Biopharmaceutical, a subsidiary of our Company, entered into a rights transfer agreement with CSPC Ouyi, pursuant to which we obtained all of CSPC Ouyi’s rights to enlonstobart for a total consideration of RMB128.9 million.
Business · 第 154 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Under this agreement, CSPC Baike agreed to provide Synermore with an upfront payment of RMB10.0 million and potential development and regulatory milestone payments of up to RMB50.0 million.
Business · 第 155 页
Furthermore, in 2023, 2024 and 2025, revenue derived from products incorporating Schneider Electric’s licensed technology amounted to RMB205.0 million, RMB268.9 million and RMB285.4 million, respectively, accounting for 39.4%, 43.0% and 43.6% of our total revenue for the same periods.
Business · 第 168 页
During the same periods, our total procurement from Schneider Electric amounted to RMB45.8 million, RMB68.4 million and RMB60.4 million, respectively, representing 16.2%, 20.9% and 16.5% of our total procurement.
Business · 第 168 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Although Schneider Electric and ABB were among our significant suppliers and brand partners during the Track Record Period, our Directors are of the view that (i) the risk that Schneider Electric and ABB will terminate or otherwise materially and adversely change our cooperation relationship is remote, and (ii) the risk of reliance on Schneider Electric and ABB would not impact our suitability for the [REDACTED], after having considered the following factors:
Business · 第 171 页
On April 30, 2018, we entered into a license agreement with Inhibrx, Inc., a U.S.-based, clinical-stage biopharmaceutical company, under which we were granted an exclusive license to further develop, manufacture and commercialize ES102, or INBRX-106 in Greater China (as amended, the “ES102 License Agreement”).
Summary · 第 5 页
We maintain independent control over ES102’s IP rights, development and commercialization in Greater China that is established through multiple layers of protection under the ES102 License Agreement, as advised by JunHe LLP, our IP counsel:
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公司的解释、律师意见及原文页码定位：在 Matters 中查看Based on the legal opinions issued by the IP counsel and the due diligence results, the Sole Sponsor concurs with the view on the Company’s independent control over ES102’s IP rights, development and commercialization in Greater China.
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We entered into a R&D collaboration agreement with Oralead Pharma in July 2023, pursuant to which Oralead Pharma granted us an exclusive, sublicensable, and worldwide license to utilize its current and future patents related to the polypeptide oral delivery technology (including the Macoral® platform) for BGM0504.
Business · 第 175 页
In partial consideration of the license granted by Oralead Pharma, we agree to pay a one-time license fee of RMB3.0 million.
Business · 第 175 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看This agreement has an initial term of five years until July 2028.
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Notably, revenue from Apexelsin and Reminton, which accounted for substantially all of our revenue from in-licensed products, represents 3.7%, 9.8% and 19.2% of total revenue relating to pharmaceutical products, showing significant growth trend.
Business · 第 109 页
Pursuant to the Haichang Agreement, we were granted the exclusive right to commercialize paclitaxel for injection (albumin-bound) in global markets other than the United States, subject to the commercialization rights previously granted by Haichang Biotech to a certain third party in the relevant territories.
Business · 第 146 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Pursuant to BioDlink Agreement, we agreed to pay BioDlink an initial payment of RMB10 million and subsequent milestone payments based on milestones such as registration applications, approvals and achievement of sales targets in major overseas markets.
Business · 第 150 页
Pursuant to the terms of the BII Agreement, BII assigned to iPharma HK all designated patents and inventions related to ifebemtinib owned by BII (collectively, the “Assigned Patents”).
Summary · 第 9 页
In addition, BII granted iPharma HK an exclusive, royalty-bearing, non-transferable, and sublicensable license to develop, manufacture, and commercialize all know-how owned or controlled by BII necessary for, or specifically related to, the discovery, development, manufacture or use of ifebemtinib (the “Licensed Know-How”) and products related to a FAK inhibitor program (the “Licensed Products”) worldwide.
Summary · 第 9 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Under the BII Agreement, BII retained a non-exclusive, cost-free, perpetual, worldwide right for its internal non-clinical research purposes.
Summary · 第 9 页
Currently, a significant portion, including our Core Products are in-licensed from third parties.
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Pursuant to the Ziresovir Agreement, we are granted the exclusive right to develop and commercialize any product containing ziresovir, including all formulations, dosages and dosage forms for all pharmaceutical and prophylactic uses and applications globally.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看In the worst-case scenario, for example in the event of early termination of the license in relation to ziresovir granted us, we may no longer continue the development of ziresovir as a Core Product.
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On the other hand, Hangzhou Hanx grants Onconova with rights to develop and manufacture narazaciclib outside Greater China.
Business · 第 365 页
The agreement came into effect since December 2017, and shall remain in effect until the expiration of all royalty payment obligations.
Business · 第 368 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看However, we do not expect termination of the agreement would have material adverse impact to our business operation because (i) we have independently developed the proprietary development technologies to for our HX301; and (ii) we have obtained the clinical study approval in China for HX301 that solely granted to us, and we may and already have conducted clinical studies for HX301 independently in China.
Business · 第 369 页
We generated a substantial portion of revenue from the sales of products based on the Ultraman IP, which contributed to 63.5% and 57.4% of our revenue in 2023 and the six months ended June 30, 2024, respectively.
Summary · 第 2 页
For the Ultraman IP, we have successfully extended our license for three times since 2021.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看To mitigate our reliance on any single IP, we have been actively expanding our IP portfolio.
Summary · 第 9 页
As a third-party platform, we do not produce proprietary digital content and primarily rely on third-party content providers of online literature.
Summary · 第 1 页
We typically rely on third-party content providers to provide digital content and then distribute such content through our platform or other third-party web-based platforms as we do not produce proprietary digital content.
Financial Information · 第 371 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have fostered long-term business relationship with a number of digital content providers, such as online literature content providers and online game operators, to promote and recommend their digital content to suitable users.
Financial Information · 第 371 页
In October 2019, we entered into a collaboration agreement (the “IBC0966 Agreement”) with ImmuneOnco Biopharmaceuticals (Shanghai) Inc. (“ImmuneOnco”) with respect to the technology transfer, development, manufacture and commercialization of IBC0966.
Summary · 第 18 页
In exchange of our rights, we are obligated to pay RMB20.0 million assignment fee by installments.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, in the occurrence of pre-specified safety issues resulting in the aforementioned failure of IBC0966, we are entitled to a 50% payment return and ImmuneOnco is entitled to restitutions of the transferred rights and interests of IBC0966 upon the termination of the IBC0966 Agreement.
Summary · 第 19 页
The intellectual property rights of SuperVision™, including its trademark, belong to Mobileye.
Summary · 第 11 页
Mobileye is also supplying SuperVision^TM^ to other OEMs in collaboration with other Tier 1 suppliers.
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公司的解释、律师意见及原文页码定位：在 Matters 中查看Despite this, as of the Latest Practicable Date, Mobileye had not ceased, nor have they notified us of any intention to cease, the supply to us.
Business · 第 294 页
Pursuant to the original agreements we entered into with Ballard Power in 2016 and the amended and restated stack assembly license agreement and other auxiliary agreements we entered into with Ballard Power in 2019, Synergy Power obtained an exclusive license to assemble, sell and service the 9SSL fuel cell stacks in the PRC.
Business · 第 261 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Pursuant to our joint venture agreements and a stack assembly license and technology transfer agreement with Ballard Power, Ballard Power provided technology transfer services (including the transfer of production technologies and know-hows), test equipment, production equipment specification, procurement services, training and commissioning support to us in relation to the establishment of the production line in Yunfu for the production of 9SSL fuel cell stacks, and we paid a consideration for this license and cooperation agreement while Ballard Power also became the exclusive supplier of MEAs used for the manufacturing of the 9SSL fuel cell stacks.
Business · 第 261 页
We heavily rely on Mr. Jay Chou on both our new retail business and IP creation and operation business.
Summary · 第 4 页
Our products under the new retail segment with promotional activities involving Mr. Jay Chou or his related IPs accounted for 83.0%, 72.8%, 64.8% and 45.2% of our total revenue respectively, while our IP creation and operation that centered around Mr. Jay Chou or involved him as one of the performers accounted for 5.7%, 19.6%, 9.1% and 13.3% of our total revenue during the Track Record Period.
Summary · 第 4 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Although we heavily rely on Mr. Jay Chou on both our new retail business and IP creation and operation business, our Directors are of the view that the sustainability, profitability and success of our Group’s business are attributable to our capability in our different business components, including, among others, identify and introduce products that are well received by our distributors and target consumers through establishing effective distribution network, and the empowerment of our new retail business by our IP creation and operation business as well as other various sales and marketing means.
Summary · 第 4 页
We have two Core Products and 14 other pipeline product candidates. Both of our Core Products are in-licensed from Novartis.
Summary · 第 1 页
In consideration of the licenses and rights granted to us, we are required to pay the non-refundable upfront payment of US$5.0 million and for the LAE002 and LAE003, US$242.5 million in milestone payments
Summary · 第 18 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have the exclusive global rights to develop, manufacture and commercialize LAE002, LAE001, LAE005 and LAE003 under our licensing agreement with Novartis.
Business · 第 253 页