BeOne Medicines Ltd.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
ONC$417.33+2.5%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10‑K Summary
Exhibit Index
| Exhibit No. · Exhibit Description · Filed/ FurnishedHerewith · Incorporated by ReferenceHerein from Form or Schedule · Filing Date · SEC File/Reg. Number | ||||||
|---|---|---|---|---|---|---|
| 3.1 | Articles of Association of BeOne Medicines Ltd., effective May 27, 2025. | 8-K12G3(Exhibit 3.1) | 5/27/2025 | 000-56752 | ||
| 3.2 | Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025. | 8-K12G3(Exhibit 3.2) | 5/27/2025 | 000-56752 | ||
| 4.1 | .1 | Amended and Restated Deposit Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A., and the Form of American Depositary Receipt thereunder. | 8-K12G3(Exhibit 4.1.1) | 5/27/2025 | 000-56752 | |
| .2 | Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. | 8-K12G3(Exhibit 4.1.3) | 5/27/2025 | 000-56752 | ||
| .3 | Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. | 8-K12G3(Exhibit 4.1.4) | 5/27/2025 | 000-56752 | ||
| .4 | Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. | 8-K12G3(Exhibit 4.1.5) | 5/27/2025 | 000-56752 | ||
| 4.2 | Form of American Depositary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1) | 8-K12G3(Exhibit 4.1.2) | 5/27/2025 | 000-56752 | ||
| 4.3 | .1 | Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors named therein | 8-K(Exhibit 4.1) | 11/17/2016 | 001-37686 | |
| .2 | Amendment No. 1 to Registration Rights Agreement, dated December 1, 2020, between the Company and the Investors | 8-K(Exhibit 10.1) | 12/2/2020 | 001-37686 | ||
| .3 | Amendment No. 2 to Registration Rights Agreement, dated May 3, 2023, between the Company and the Investors | 10-Q(Exhibit 10.3) | 5/4/2023 | 001-37686 | ||
| 4.4 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | X | ||||
| Collaboration, License and Commercial Agreements | ||||||
| 10.1 | Share Subscription Agreement, dated July 5, 2017, by and between Celgene Switzerland LLC and the Registrant | 8-K(Exhibit 10.1) | 7/6/2017 | 001-37686 | ||
| 10.2## | Letter Agreement, dated June 14, 2019, by and among the Registrant, BeiGene Switzerland GmbH, Celgene Corporation and Celgene Switzerland LLC, to terminate the Amended and Restated Exclusive License and Collaboration Agreement, dated August 31, 2017 | 10-Q(Exhibit 10.1) | 8/8/2019 | 001-37686 | ||
| 10.3 | .1## | Share Purchase Agreement, dated October 31, 2019, by and between the Registrant and Amgen Inc. | 10-K(Exhibit 10.9) | 3/2/2020 | 001-37686 | |
| .2 | Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and between the Registrant and Amgen Inc. | 10-K(Exhibit 10.10) | 3/2/2020 | 001-37686 | ||
| .3 | Restated Amendment No. 2 to Share Purchase Agreement, dated September 24, 2020, by and between the Registrant and Amgen Inc. | 8-K(Exhibit 10.1) | 9/24/2020 | 001-37686 | ||
| Exhibit No. · Exhibit Description · Filed/ FurnishedHerewith · Incorporated by ReferenceHerein from Form or Schedule · Filing Date · SEC File/Reg. Number | ||||||
|---|---|---|---|---|---|---|
| .4 | Amendment No. 3 to Share Purchase Agreement, dated January 30, 2023, by and between the Registrant and Amgen Inc. | 10-K(Exhibit 10.4.4) | 2/27/2023 | 001-37686 | ||
| 10.4 | .1## | Collaboration Agreement, dated October 31, 2019, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. | 10-K(Exhibit 10.11) | 3/2/2020 | 001-37686 | |
| .2## | First Amendment to Collaboration Agreement, dated April 20, 2022, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. | 10-Q(Exhibit 10.1) | 8/8/2022 | 001-37686 | ||
| .3## | Second Amendment to Collaboration Agreement, dated February 26, 2023, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. | 10-Q(Exhibit 10.1) | 5/4/2023 | 001-37686 | ||
| .4 | Letter Agreement, dated May 9, 2025, regarding the Collaboration Agreement, dated October 31, 2019, by and between BeiGene Switzerland GmbH and Amgen Inc. | 10-Q(Exhibit 10.19) | 8/6/2025 | 001-37686 | ||
| .5## | Waiver under Collaboration Agreement, dated August 11, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc. | 10-Q(Exhibit 10.2) | 11/6/2025 | 001-37686 | ||
| .6## | Waiver under Collaboration Agreement, dated October 1, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc. | X | ||||
| .7## | Third Amendment to Collaboration Agreement, dated October 31, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc. | X | ||||
| .8## | Fourth Amendment to Collaboration Agreement, dated November 11, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc. | X | ||||
| 10.5 | Guarantee, dated October 31, 2019, by and between the Registrant and Amgen Inc. | 10-K(Exhibit 10.12) | 3/2/2020 | 001-37686 | ||
| Equity and Other Compensation Plans | ||||||
| 10.6† | 2011 Option Plan, as amended and form of option agreement thereunder | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.1) | 5/27/2025 | 333-279980 | ||
| 10.7† | .1† | Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.1) | 5/27/2025 | 333-279980 | |
| .2† | Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.2) | 5/27/2025 | 333-279980 | ||
| .3† | Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.3) | 5/27/2025 | 333-279980 | ||
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| .4† | Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.4) | 5/27/2025 | 333-279980 | |
| .5† | Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.5) | 5/27/2025 | 333-279980 | |
| .6† | Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.6) | 5/27/2025 | 333-279980 | |
| .7† | Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q(Exhibit 10.9) | 8/2/2023 | 001-37686 | |
| .8† | Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan | POS AM No. 1 to Registration Statement on Form S-8(Exhibit 99.2.8) | 5/27/2025 | 333-279980 | |
| 10.8† | Fifth Amended and Restated 2018 Employee Share Purchase Plan | 10-Q(Exhibit 10.18) | 8/6/2025 | 001-37686 | |
| 10.9† | Senior Executive Cash Incentive Bonus Plan | S-1(Exhibit 10.19) | 1/19/2016 | 333-207459 | |
| 10.10† | Independent Non-Executive Director Compensation Policy, as amended | POS AM No. 1 to Registration Statement on Form S-4(Exhibit 10.10) | 5/27/2025 | 333-281324 | |
| Agreements with Executive Officers and Directors | |||||
| 10.11† | Form of Indemnification Agreement, entered into between the Registrant and its directors and officers | 8-K12G3(Exhibit 10.6) | 5/27/2025 | 000-56752 | |
| 10.12† | Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and John V. Oyler. | 8-K12G3(Exhibit 10.1) | 5/27/2025 | 000-56752 | |
| 10.13† | Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd. and Xiaobin Wu. | 8-K12G3(Exhibit 10.2) | 5/27/2025 | 000-56752 | |
| 10.14† | Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Aaron Rosenberg. | 8-K12G3(Exhibit 10.3) | 5/27/2025 | 000-56752 | |
| 10.15† | Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Xiaodong Wang. | 8-K12G3(Exhibit 10.7) | 5/27/2025 | 000-56752 | |
| 10.16† | Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd. and Lai Wang. | 8-K12G3(Exhibit 10.4) | 5/27/2025 | 000-56752 | |
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| 10.17† | Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Chan Lee. | 8-K12G3(Exhibit 10.5) | 5/27/2025 | 000-56752 | |
| Other Agreements | |||||
| 10.18## | Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl | 10-Q(Exhibit 10.1) | 11/9/2023 | 001-37686 | |
| 10.19## | First Amendment to the Settlement and Termination Agreement, dated as of January 10, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl | 10-K(Exhibit 10.21) | 2/26/2024 | 001-37686 | |
| 10.20 | Second Amendment to the Settlement and Termination Agreement, dated as of December 4, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl | 10-K(Exhibit 10.23) | 2/27/2025 | 001-37686 | |
| 10.21## | Royalty Purchase Agreement, dated August 25, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Royalty Pharma Investments 2023 ICAV | 10-Q(Exhibit 10.1) | 11/6/2025 | 001-37686 | |
| 10.22## | Facilities Agreement, dated November 14, 2025, by and among the Registrant, as borrower, certain subsidiaries of the Registrant listed in the Facilities Agreement, as guarantors, The Hongkong and Shanghai Banking Corporation Limited, as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders | X | |||
| 19.1 | Insider Trading Policy | X | |||
| 19.2 | Special Trading Procedures for Insiders | X | |||
| 21 | List of Subsidiaries of the Registrant | X | |||
| 23.1 | Consent of Ernst & Young LLP | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 | X | |||
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
| 32.1* | Certification of Principal Executive Officer and Principle Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 | X | |||
| 97 | Compensation Recovery Policy | X | |||
| 99.1 | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | X | |||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | X | |||
† Indicates a management contract or any compensatory plan, contract or arrangement.
Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[...***...]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.
*Furnished herewith.
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