Terns Pharmaceuticals (TERN) secures exclusive ex-China TERN-701 patent rights

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. entered into an amendment to its existing exclusive option and license agreement with Hansoh on January 16, 2026. Under this amendment, Hansoh granted Terns an exclusive, royalty-bearing, sublicensable, perpetual worldwide license, excluding mainland China, Taiwan, Hong Kong and Macau, to certain patents invented by Hansoh related to TERN-701 for oncology use. This replaces Terns’ prior non-exclusive, non-sublicensable, royalty-free license held through its subsidiary CaspianTern, LLC.

In exchange, Terns will pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of TERN-701 products in its territory, when such sales are covered by a valid claim of the licensed patents, subject to specified reductions. The company plans to file the full amendment as an exhibit to a future Quarterly Report on Form 10-Q.

Insights

Biopharma licensing and strategy analyst

Terns upgrades its TERN-701 patent rights outside Greater China in exchange for modest upfront and low single-digit royalties.

The amendment gives Terns Pharmaceuticals an exclusive, sublicensable, perpetual license, outside the Hansoh Territory, to certain Hansoh patents covering TERN-701. This is a step up from the prior non-exclusive, non-sublicensable, royalty-free license held by CaspianTern, LLC, and may strengthen Terns’ position for global (ex-Greater China) development and commercialization of 701 Products.

Economically, Terns agrees to pay Hansoh a $1.0 million one-time upfront license fee and tiered royalties of 0.75% to 1.25% on annual net sales of 701 Products in its territory, when covered by a valid claim of an exclusively licensed Hansoh patent, subject to specified reductions. These low single-digit royalties are relatively modest for oncology patent licenses, but their ultimate impact depends on future TERN-701 sales, which are not detailed here.

The amendment underscores continued collaboration between Terns and Hansoh around TERN-701, with Hansoh retaining rights in mainland China, Taiwan, Hong Kong and Macau. Future company filings, including the referenced Form 10-Q for the quarter ended March 31, 2026, are expected to include the full amendment text, which will provide more detail on conditions, reductions and any additional obligations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

Terns Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39926		98-1448275
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1065 East Hillsdale Blvd. Suite 100
Foster City, California		94404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 525-5535

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TERN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2026, Terns Pharmaceuticals, Inc. (the “Company”) and its subsidiaries entered into an Amendment (the “Amendment”) to its existing Exclusive Option and License Agreement with Hansoh (Shanghai) Healthtech Co., Ltd. and certain of its affiliates (collectively, “Hansoh”), dated July 27, 2020 (the “Option and License Agreement”). Under the Option and License Agreement, Hansoh had previously obtained from the Company an exclusive, sub-licensable and royalty-bearing license under certain patent and other intellectual property rights owned or controlled by the Company to research, develop, manufacture, use, distribute, sell and otherwise exploit therapeutic products containing TERN-701 in the field of oncology in mainland China, Taiwan, Hong Kong and Macau (the “Hansoh Territory”).

Under the Amendment, Hansoh granted the Company an exclusive, royalty-bearing, sublicensable, perpetual, and worldwide (excluding the Hansoh Territory) license, under certain patents and patent applications that were invented by Hansoh and its affiliate Shanghai Hansoh Biomedical Co., Ltd. during its activities under the Option and License Agreement (the “Exclusively Licensed Hansoh Patents”), to research, develop, manufacture, use, distribute, sell and otherwise exploit therapeutic products containing TERN-701 as the sole active ingredient (“701 Products”). This exclusive, sub-licensable and royalty-bearing license replaces a non-exclusive, non-sublicensable (without Hansoh’s consent), royalty-free, fully paid license to the Exclusively Licensed Hansoh Patents that Hansoh had previously granted to CaspianTern, LLC, a subsidiary of the Company, under the Option and License Agreement. Under the terms of the Amendment, the Company is obligated to pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of 701 Products in countries in the Company’s territory to the extent the sale of 701 Products is covered by a valid claim of an Exclusively Licensed Hansoh Patent, subject to specified reductions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended Marrch 31, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TERNS PHARMACEUTICALS, INC.
Date: January 22, 2026				By:		/s/ Caryn McDowell
						Caryn McDowell
						Chief Legal Officer and Corporate Secretary

FAQ

What did Terns Pharmaceuticals (TERN) change in its agreement with Hansoh regarding TERN-701?

Terns Pharmaceuticals entered into an amendment to its Exclusive Option and License Agreement with Hansoh under which Hansoh granted Terns an exclusive, royalty-bearing, sublicensable, perpetual worldwide license, excluding mainland China, Taiwan, Hong Kong and Macau, to certain Hansoh patents related to TERN-701 in oncology.

What rights does Terns Pharmaceuticals (TERN) now have to Hansoh patents for TERN-701?

Terns now holds an exclusive, royalty-bearing, sublicensable, perpetual license outside the Hansoh Territory under certain patents and patent applications invented by Hansoh and its affiliate during activities under the original option and license agreement, allowing Terns to research, develop, manufacture, use, distribute, sell and otherwise exploit TERN-701 products as the sole active ingredient.

What payments will Terns Pharmaceuticals (TERN) make to Hansoh under the amended TERN-701 license?

Under the amendment, Terns is obligated to pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of TERN-701 products in its territory, when those sales are covered by a valid claim of an exclusively licensed Hansoh patent, subject to specified reductions.

Which territories are covered by Hansoh and which by Terns under the TERN-701 license?

Hansoh holds rights for TERN-701 in the field of oncology in mainland China, Taiwan, Hong Kong and Macau, known as the Hansoh Territory. Terns’ new exclusive license from Hansoh covers the rest of the world, excluding the Hansoh Territory.

How did the amendment affect Terns’ previous license to Hansoh patents for TERN-701?

The amendment replaces a prior non-exclusive, non-sublicensable (without Hansoh’s consent), royalty-free, fully paid license to the Hansoh patents that had been granted to CaspianTern, LLC, a Terns subsidiary, with a new exclusive, sublicensable, royalty-bearing global license outside the Hansoh Territory.

Where will investors find the full text of the Terns–Hansoh amendment?

Terns Pharmaceuticals intends to file the full text of the amendment as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.