Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Announcement No.: 2021-064
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
About and Pharmablock Sciences (Nanjing) Inc(300725)
Announcement on signing the project cooperative development framework contract
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Contract type and amount: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) and its wholly-owned subsidiary Nanjing Aidi Pharmaceutical Technology Co., Ltd. signed the project cooperation development framework contract with Pharmablock Sciences (Nanjing) Inc(300725) on December 28, 2021 for the joint development of anti HIV long-acting therapeutic drugs; This contract is a framework contract for project cooperation and development. Both parties will jointly establish a project, jointly determine the targets and indications of anti HIV long-acting drugs, and cooperate to determine at least one clinical candidate compound. The down payment of the contract is 2 million yuan (tax included), and the cumulative total amount of milestone payment of the contract is 119 million yuan (tax included).
Conditions for effectiveness of the contract: the contract shall come into force on the date when it is signed and sealed by the legal representatives or entrusted agents of both parties, and the effective date is December 28, 2021.
Contract performance period: the performance period starts from the effective date of the contract to the end of the project; The cooperation project under the contract is still in the early development stage. At present, it is impossible to estimate the project development cycle, and the contract performance cycle is uncertain. Impact on the company's current performance: the signing of this contract is not expected to have a significant impact on the company's annual operating performance in 2021.
This cooperation does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
Risk tip: up to now, the company has no experience in R & D of long-acting anti HIV drugs, and the R & D process of the project is uncertain; During the performance of the contract, there may be technical difficulties that are difficult to overcome under the existing technical level and conditions, resulting in the failure or partial failure of project development services; In addition, in case of changes in national policies or other force majeure reasons, the contract may not be fully performed. Please pay attention to the investment risks.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as "the company" or " Jiangsu Aidea Pharmaceutical Co.Ltd(688488) ") and its wholly-owned subsidiary Nanjing Aidi Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Nanjing Aidi") and Pharmablock Sciences (Nanjing) Inc(300725) (hereinafter referred to as " Pharmablock Sciences (Nanjing) Inc(300725) ") signed the project cooperative development framework contract (hereinafter referred to as "the contract" or "the contract" on December 28, 2021 through friendly negotiation ）, the two sides complement each other's advantages and hope to reach a cooperative development relationship to jointly develop new drugs in the field of innovative targets and innovative compounds of anti HIV long-term therapeutic drugs (hereinafter referred to as the "project"). The specific situation is hereby announced as follows:
1、 Contract review procedures
In accordance with the relevant provisions of laws, regulations, departmental rules, normative documents and the company's management system, such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association, the signing of this contract does not need to be submitted to the board of directors or the general meeting of shareholders of the company for deliberation. The company has fulfilled the internal approval procedures for signing the contract.
2、 Subject matter of the contract and the other party
(i) Subject matter of the contract
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) and Nanjing Aidi, a wholly-owned subsidiary, signed the project cooperation and development framework contract with Pharmablock Sciences (Nanjing) Inc(300725) . The contract stipulates that both parties will cooperate to establish a project, jointly determine the targets and indications of long-term anti HIV drugs, cooperate to determine at least one clinical candidate compound, and obtain the patent for the project compound and indication.
（2） Information of the other party to the contract
Enterprise name Pharmablock Sciences (Nanjing) Inc(300725)
Corporate nature: joint stock limited company (listed)
Legal representative: Yang Minmin
The registered capital is 199699696 yuan
Date of establishment: December 26, 2006
Domicile / main office: No. 10, Xuefu Road, Jiangbei new area, Nanjing
Technology development, technical consultation, technical services and technology transfer in the field of biomedicine; R & D, production and sales of biomedical intermediates (except drugs); self operated and agent import and export business of various commodity business scope and technology; industrial investment; investment service and consultation; investment management; R & D, production and sales of chemical preparations and chemical APIs (operated according to license); e-commerce technical services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Asset scale: 2.425 billion yuan
2020 financial data owner's equity: 1.895 billion yuan
Operating income: 1.022 billion yuan
Net profit: 184.2 million yuan
（3） Description of the relationship between the counterparty and the listed company and its holding subsidiaries, as well as other relationships in terms of property rights, business, assets, creditor's rights and debts, personnel, etc
Pharmablock Sciences (Nanjing) Inc(300725) has no relationship with the company, the controlling shareholders of the company, shareholders holding more than 5%, as well as the directors, supervisors and senior managers of the company, no other debt creditor relationship, and no special relationship in terms of property rights, business, assets and personnel.
（4） The specific amount of business transactions between the counterparty and the listed company and its holding subsidiaries in the last three fiscal years accounts for the proportion of the total amount of business of the listed company in each year
As of December 27, 2021, Pharmablock Sciences (Nanjing) Inc(300725) had no business dealings with the company and its holding subsidiaries in the last three fiscal years.
3、 Main terms of the contract
(i) Contract subject
Party A: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) and Nanjing Aidi Pharmaceutical Technology Co., Ltd
Party B: Pharmablock Sciences (Nanjing) Inc(300725)
（2） Contract content
Based on the principle of common development and complementary advantages, the two sides intend to jointly develop new drugs in the field of innovative targets and innovative compounds of anti HIV long-term therapeutic drugs.
1. Cooperation objectives
Both parties shall cooperate to establish a project, jointly determine the targets and indications of anti HIV long-term therapeutic drugs, and cooperate to determine at least one clinical candidate compound, which meets the standards formulated by Party A in advance and can meet the requirements of promoting clinical trials; At the same time, it has obtained patents for project compounds and indications.
2. Place, method and time limit of performance
Both parties shall establish a joint R & D leading group in Nanjing to jointly promote the project work, be responsible for and pay their R & D expenses in the joint development stage according to the contract, and the period shall be from the effective date of the contract to the end of the project.
3. Time and place of contract signing
Both parties signed this contract in Nanjing, Jiangsu Province on December 28, 2021.
4. Cooperation content
(1) Party A will be responsible for the activity screening of new compounds (other biological and in vivo pharmacological tests except enzyme activity test), drug formation test, pharmacology, toxicology, pharmacokinetics, pharmacokinetics and application data for application (except for the contents of Pharmacy) and the preparation of clinical trial scheme, and be responsible for the preclinical development and clinical development of preclinical candidate compound molecules; the implied license of clinical trial of the project, the relevant clinical trial application right and drug registration certificate shall be exclusively owned by Party A.
(2) Party B will be responsible for the structural design and synthesis of new compounds, the activity screening of new compounds (enzyme activity test only), the selection and confirmation of preclinical candidate compound molecules from the screening of drug properties, the application of compound patents and the confirmation of clinical candidate compound molecules in the project Start the relevant work of changing the compound patentee to party a free of charge within 5 working days after the node phased payment.
(3) Party A will give priority to Party B as its strategic partner in the research, development and commercialization of clinical pharmacy to provide it with the development and production services of API in the clinical and commercialization stage. The service contents and expenses will be separately agreed according to the actual work situation, and a service contract will be signed.
5. Contract amount, payment method and payment progress
Party A will pay the milestone fee to Party B within 30 working days after the occurrence of the milestone event. The initial payment after the project is started is RMB 2 million, the cumulative amount of milestone payment to the first indication drug registration certificate is RMB 79 million, and the cumulative amount of milestone payment to the third indication drug registration certificate is RMB 119 million, The main milestones are listed in the table below:
Unit: RMB 10000 (tax included)
S / N milestone cumulative amount
1 project startup 200
2 to approved clinical 2150
3 to 7900 new drug certificate for the first indication approved
4 to 11900 new drug certificate for the third indication approved
After the drug registration certificate under the project is approved and the products are sold on the market, Party A will pay Party B a sales commission of 5% ~ 7% of the annual net sales (excluding tax) of the approved products under the project.
6. Intellectual property
Party B shall change the patentee of the product related compound patent under the project to party a free of charge after Party A performs the phased payment terms; Meanwhile, the rights and interests of undisclosed technical secrets and other technical achievements related to patented compounds shall be exclusively owned by Party A; The patent application right and ownership of relevant compounds involved in the products that have not been patented under the project shall be transferred to Party A for free and exclusively owned by Party A; After the contract project is handed over to Party A for development, the new research results obtained by Party A on the project shall be exclusively owned by Party A.
For the intellectual property rights owned by Party A and changed to the intellectual property rights owned by Party A, if Party B unilaterally publishes relevant academic articles, applies for patents, transfers or authorizes a third party to use the technical achievements under this contract without the written consent of Party A, it shall stop the infringement, pay liquidated damages of the total development expenses to Party A, and compensate for the losses caused to Party A. If both parties agree to share relevant technical achievements during the cooperation process, if one party unilaterally publishes relevant academic articles, applies for patents or transfers the shared technical achievements without the written consent of the other party, it shall stop the infringement, pay 30% of the total development expenses to the other party, and compensate the observant party for the losses caused thereby.
7. Liability for breach of contract
In the contract, Party A fails to provide technical materials and original data as agreed, resulting in stagnation, delay and failure of project development, failure to pay development expenses on schedule due to Party A's own reasons, untrue or inaccurate work results submitted by Party B to Party A due to Party B's own reasons, etc, As a result, the project does not comply with relevant laws and regulations or cannot meet the review requirements, and the corresponding liability for breach of contract is agreed respectively.
If one party fails to perform other contractual obligations or fails to perform in accordance with the agreement, it shall continue to perform, take remedial measures or compensate the other party for its losses.
8. Dispute resolution
Any dispute arising from the contract shall be settled by both parties through negotiation. If the negotiation fails, bring a lawsuit to the people's court where Party B is located.
9. Contract effective conditions and time
The contract shall come into force on the date when it is signed and sealed by the legal representatives or entrusted agents of both parties, and the effective date is December 28, 2021.
10. Other
The contract also clearly stipulates terms such as confidentiality, warranty of right defects, change or termination of the contract.
4、 Impact of contract performance on the company
This time, the two sides signed a contract and reached cooperation on the joint development of new drugs in the field of innovative targets and innovative compounds of anti HIV long-term therapeutic drugs, which is a high recognition of each other's enterprise development concept and core business. By giving full play to their respective advantages in the field of innovative drug research and development, it will help to accelerate the research and development process of domestic independent innovative drugs in the field of anti HIV, It will play a positive role in promoting the future business development of the company. At the same time, the development of anti HIV long-acting treatment drugs is in line with the development trend of drug research and development in this field, and can better help China's AIDS prevention and control.
The signing of this contract is not expected to have a significant impact on the company's annual operating performance in 2021.
The signing of this contract will not lead to changes in the company's main business and business scope, affect the company's independence, damage the interests of the company and shareholders, or rely on the other party of the contract due to the performance of this contract.
5、 Risk analysis of contract performance
The cooperation project under the contract is still in the early development stage. At present, it is impossible to estimate the project development cycle, and the contract performance cycle is uncertain; Up to now, the company has no R & D experience in anti HIV long-acting therapeutic drugs, and the R & D process of the project is uncertain; During the performance of the contract, there may be technical difficulties that are difficult to overcome under the existing technical level and conditions, resulting in the failure or partial failure of project development services; In addition, in case of changes in national policies or other force majeure reasons, the contract may not be fully performed. Please pay attention to the investment risks.
It is hereby announced.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors December 29, 2021
