BeiGene Ltd
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
ONC$424.00+1.6%Stored close · as of Nov 10, 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 | Seventh Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect | 8-K(Exhibit 3.1) | 6/15/2023 | 001-37686 | ||
| 4.1 | .1 | Deposit Agreement dated February 5, 2016 by and among the Company, the Depositary and holders of the American Depositary Receipts | 8-K(Exhibit 4.1) | 2/11/2016 | 001-37686 | |
| .2 | Amendment No. 1 to Deposit Agreement, dated April 11, 2016, by and among the Registrant, Citibank, N.A. and holders of the American Depositary Receipts | 8-K(Exhibit 4.1) | 4/11/2016 | 001-37686 | ||
| .3 | Letter Agreement, dated as of July 11, 2016, between the Registrant and Citibank, N.A. | 10-Q(Exhibit 4.7) | 8/10/2016 | 001-37686 | ||
| .4 | Form of Letter Agreement between the Registrant and Citibank, N.A. | 10-Q(Exhibit 4.9) | 5/10/2017 | 001-37686 | ||
| 4.2 | Form of American Depositary Receipt (included in Exhibit 4.1.1) | |||||
| 4.3 | Specimen Certificate for Ordinary Shares | S-1(Exhibit 4.3) | 12/9/2015 | 333-207459 | ||
| 4.4 | .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 | ||
| 4.5 | 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 | |
| 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 agreements thereunder | S-1(Exhibit 10.1) | 10/16/2015 | 333-207459 | |
| 10.7† | .1† | Third Amended and Restated 2016 Share Option and Incentive Plan | 8-K(Exhibit 10.1) | 6/5/2024 | 001-37686 |
| .2† | Form of Global Performance Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q(Exhibit 10.5) | 8/7/2024 | 001-37686 | |
| .3† | Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q (Exhibit 10.5) | 8/2/2023 | 001-37686 | |
| .4† | Form of Global Restricted Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q (Exhibit 10.6) | 8/7/2024 | 001-37686 | |
| .5† | Form of Global Restricted Share Unit Award Agreement for Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q (Exhibit 10.7) | 8/7/2024 | 001-37686 | |
| .6† | Form of Global Non-Qualified Share Option Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q (Exhibit 10.8) | 8/7/2024 | 001-37686 | |
| .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 Third Amended and Restated 2016 Share Option and Incentive Plan | 10-Q (Exhibit 10.9) | 8/7/2024 | 001-37686 | |
| 10.8† | Fourth Amended and Restated 2018 Employee Share Purchase Plan | 8-K(Exhibit 10.2) | 6/5/2024 | 001-37686 | |
| 10.9† | Senior Executive Cash Incentive Bonus Plan | S-1(Exhibit 10.19) | 1/19/2016 | 333-207459 | |
| 10.10† | Independent Director Compensation Policy, as amended | 8-K(Exhibit 10.1) | 3/20/2024 | 001-37686 | |
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| Agreements with Executive Officers and Directors | |||||
| 10.11† | Form of Indemnification Agreement, entered into between the Registrant and its directors and officers | S-1(Exhibit 10.3) | 1/19/2016 | 333-207459 | |
| 10.12† | Employment Agreement, dated April 25, 2017, by and between the Registrant and John V. Oyler | 8-K(Exhibit 10.1) | 4/26/2017 | 001-37686 | |
| 10.13 | .1† | Executive Employment Agreement, dated April 28, 2018, by and between BeiGene (Beijing) Co., Ltd. and Xiaobin Wu | 10-Q(Exhibit 10.1) | 8/9/2018 | 001-37686 |
| .2† | Amended and Restated Employment Apportionment Agreement, dated June 16, 2023, by and between BeiGene (Beijing) Co., Limited, BeiGene Guangzhou Biologics Manufacturing Co., Ltd., BeiGene Pharmaceutical (Shanghai) Co., Ltd. and Xiaobin Wu | 10-Q(Exhibit 10.4) | 8/2/2023 | 001-37686 | |
| 10.14† | Separation and Transition Agreement, dated July 17, 2024, by and between the Registrant and Julia Wang | 10-Q(Exhibit 10.4) | 8/7/2024 | 001-37686 | |
| 10.15† | Consulting Agreement, dated December 7, 2023, by and between the Registrant and Xiaodong Wang | 10-K(Exhibit 10.16) | 2/26/2024 | 001-37686 | |
| 10.16† | Employment Agreement, dated December 30, 2021, by and between BeiGene (Shanghai) Co., Ltd. and Lai Wang | 10-K(Exhibit 10.20) | 2/28/2022 | 001-37686 | |
| 10.17† | Offer Letter, dated June 10, 2022, by and between the Registrant and Chan Lee | 10-Q(Exhibit 10.3) | 8/2/2023 | 001-37686 | |
| 10.18† | Consulting Agreement, dated January 23, 2024, by and between the Registrant and Thomas Malley | 10-Q(Exhibit 10.2) | 5/8/2024 | 001-37686 | |
| 10.19† | Offer Letter, effective July 22, 2024, by and between the Registrant and Aaron Rosenberg | 10-Q(Exhibit 10.3) | 8/7/2024 | 001-37686 | |
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| Other Agreements | |||||
| 10.20 | Facility Agreement, dated as of December 9, 2024, by and between the Registrant and China Merchants Bank Co., Ltd. | 8-K(Exhibit 10.1) | 12/10/2024 | 001-37686 | |
| 10.21## | 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 | |
| 10.22## | 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 | |
| 10.23 | 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 | X | |||
| 19.1 | Insider Trading Policy | 10-K(Exhibit 19.1) | 2/26/2024 | 001-37686 | |
| 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 | |||
| 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 | 10-K(Exhibit 97) | 2/26/2024 | 001-37686 | |
| 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 | ||||
| Exhibit No. | Exhibit Description | Filed/ FurnishedHerewith | Incorporated by ReferenceHerein from Form or Schedule | Filing Date | SEC File/Reg. Number |
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.