BeiGene, Ltd. Sample Contracts

BEIGENE, LTD., Issuer AND [TRUSTEE], Trustee INDENTURE
Indenture • May 11th, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York

INDENTURE, dated as of [•], 202[•] , among BEIGENE, LTD., an exempted company with limited liability, incorporated and existing under the laws of the Cayman Islands (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):

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DEPOSIT AGREEMENT by and among BEIGENE, LTD. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of February 5, 2016
Deposit Agreement • February 11th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT, dated as of February 5, 2016, by and among (i) BEIGENE, LTD., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 19th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations

THIS INDEMNIFICATION AGREEMENT (this Agreement) is made as of [ ], by and between BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the Company), and [ ] (the Indemnitee), [a director/an executive officer] of the Company.

Underwriting Agreement
Underwriting Agreement • February 2nd, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • New York

BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares, representing [•] ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and, at the election of the Underwriters, up to [•] additional American Depositary Shares representing [•] Ordinary Shares. The aggregate of [•] American Depositary Shares representing [•] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [•] American Depositary Shares representing [•] additional Ordinary Shares to be

GLOBAL NON-QUALIFIED SHARE OPTION AGREEMENT FOR EMPLOYEES UNDER BEIGENE, LTD. 2016 SHARE OPTION AND INCENTIVE PLAN
Global Non-Qualified Share Option Agreement • August 7th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations

Name of Optionee: No. of Option Shares: Ordinary Shares (as defined below) Option Exercise Price per Share: $ [Must be the higher of (a) 1/13 of the closing price of the Company’s ADSs as quoted on the NASDAQ on the date of grant, and (b) 1/13 of the average closing price of the Company’s ADSs quoted on the NASDAQ for the five trading days immediately preceding date of grant] Grant Date: Expiration Date: [No more than 10 years]

GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT FOR CONSULTANTS UNDER BEIGENE, LTD.
Global Restricted Share Unit Award Agreement • August 7th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations

Pursuant to the BeiGene, Ltd. 2016 Share Option and Incentive Plan as amended through the Grant Date (the “Plan”), and this Global Restricted share Unit Award Agreement for Consultants, including any additional terms and conditions for the Grantee’s country set forth in the appendix attached hereto (the “Appendix” and together with the Global Restricted Share Unit Award Agreement, the “Agreement”) BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one ordinary share, par value US$0.0001 per share of the Company (the “Ordinary Shares”). The Ordinary Shares may be represented by American Depositary Shares (“ADSs”), and each ADS represents 13 Ordinary Shares. References herein to the issuance of Ordinary Shares shall also refer to the issuance of ADSs on the same basis of o

AMENDED AND RESTATED DEPOSIT AGREEMENT by and among BeOne Medicines Ltd. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [·]
Deposit Agreement • January 21st, 2025 • BeiGene, Ltd. • Pharmaceutical preparations • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [·], by and among (i) BeOne Medicines Ltd., a company limited by shares incorporated and existing under the laws of Switzerland, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

GLOBAL NON-QUALIFIED SHARE OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BEIGENE, LTD. 2016 SHARE OPTION AND INCENTIVE PLAN
Global Non-Qualified Share Option Agreement • August 2nd, 2023 • BeiGene, Ltd. • Pharmaceutical preparations

Name of Optionee: _____________________________________ No. of Share Options: ____________________ Ordinary Shares (as defined below) Option Exercise Price per Share: $___________________ [Must be the higher of (a) 1/13 of the closing price of the Company’s ADSs as quoted on the NASDAQ on the date of grant, and (b) 1/13 of the average closing price of the Company’s ADSs quoted on the NASDAQ for the five trading days immediately preceding date of grant] Grant Date: ____________________ Expiration Date: ____________________ [No more than 10 years]

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...
License Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London

This License Agreement (this “Agreement”) is dated as of October 28, 2013 (the “Effective Date”) by and between BeiGene, LTD, a corporation organized under the laws of the Cayman Islands having an address of c/o Mourant Ozannes Corporate Services, (Cayman) Limited 94 Solaris Avenue, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands GB (“Licensor”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties.”

BEIGENE, LTD. RESTATED AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 24th, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York

THIS RESTATED AMENDMENT NO. 2 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019, as amended on December 6, 2019 (the “Agreement”), is made and entered into as of September 24, 2020, by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”), and restates in its entirety the Amendment No. 2 to the Agreement dated March 17, 2020. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...
License Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London

This Amended and Restated License Agreement (this “Agreement”) is dated as of December 10, 2013 (the “Amendment Date”) by and between BeiGene , Ltd, a corporation organized under the laws of the Cayman Islands having a place of business at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands (“BeiGene”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Company”). BeiGene and Company may be referred to herein as a “Party” or, collectively, as “Parties.”

BeiGene, Ltd. 1,511,546 American Depositary Shares Representing 19,650,098 Ordinary Shares (par value $0.0001 per share) Underwriting Agreement
Underwriting Agreement • December 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York

The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of February 5, 2016 and as amended on April 11, 2016, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders from time to time of the ADRs. Each ADS represents the right to receive 13 Ordinary Shares deposited pursuant to the Deposit Agreement.

CONSULTING AGREEMENT
Consulting Agreement • May 8th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations • Delaware

THIS CONSULTING AGREEMENT (the “Consulting Agreement”), effective as of January 23, 2024, is entered into by BeiGene, Ltd., a Cayman Islands exempted company (the “Company”), and Thomas Malley (the “Consultant”).

INTERNATIONAL UNDERWRITING AGREEMENT
International Underwriting Agreement • August 3rd, 2018 • BeiGene, Ltd. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • Delaware

This Employment Agreement (this “Agreement”) is made and entered into as of this 8th day of August 2016, by and between BeiGene USA, Inc., (the “Company”), a subsidiary of BeiGene, Ltd., and Amy Peterson (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • Massachusetts

This Employment Agreement (this “Agreement”) is made and entered into as of this 13th day of July, 2015, by and between BeiGene USA, Inc., (the “Company”), a subsidiary of BeiGene, Ltd., and Howard Liang (the “Employee”).

EMPLOYMENT CONTRACT (FOREIGN EMPLOYEES)
Employment Contract • August 5th, 2021 • BeiGene, Ltd. • Pharmaceutical preparations
Premises Lease Contract
Premises Lease Contract • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations

NOW THEREFORE, by adhering to the principles of equality, voluntariness, mutual benefit, and equal consideration, and through full and friendly consultation, the Parties hereby enter into this Contract regarding the lease of the Premises in Beijing on February 1, 2011 for mutual compliance.

SECOND AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • New York

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Investors’ Rights Agreement”), is made as of the 21st day of April, 2015, by and among BeiGene, Ltd., a Cayman Islands exempted company (the “Company”); each of the shareholders listed on Schedule A hereto (the “Investors”); each of the shareholders listed on Schedule B hereto (the “Key Holders”); and each of the shareholders listed on Schedule C hereto (the “Initial Investors”).

GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BEIGENE, LTD. 2016 SHARE OPTION AND INCENTIVE PLAN
Global Restricted Share Unit Award Agreement • August 2nd, 2023 • BeiGene, Ltd. • Pharmaceutical preparations

Pursuant to the BeiGene, Ltd. 2016 Share Option and Incentive Plan, as amended through the Grant Date (the “Plan”), and this Global Restricted Share Unit Award Agreement for Non-Employee Directors, including any additional terms and conditions for the Grantee’s country set forth in the appendix attached hereto (the “Appendix,” and together with the Global Restricted Share Unit Award Agreement for Non-Employee Directors, the “Agreement”), BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above, who is a Non-Employee Director. Each Restricted Share Unit shall relate to one ordinary share, par value US$0.0001 per share of the Company (the “Ordinary Shares”). The Ordinary Shares may be represented by American Depositary Shares (“ADSs”), and each ADS represents 13 Ordinary Shares. References herein to the issuance of Ordina

GUARANTEE
Guarantee • March 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations

Guarantee (this “Guarantee”) dated as of October 31, 2019, made by and among BeiGene, Ltd., a Cayman Islands exempted company, with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“Parent Co.”) and Amgen Inc., a Delaware corporation, with a principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Collaboration Agreement (as hereafter defined).

EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2017 • BeiGene, Ltd. • Pharmaceutical preparations

This Employment Agreement (this “Agreement”) is made and entered into by and between BeiGene, Ltd. (the “Company”), a Cayman Islands exempted company and John V. Oyler (the “Executive”), on April 25, 2017 (the “Effective Date”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 9th, 2018 • BeiGene, Ltd. • Pharmaceutical preparations

This Executive Employment Agreement (this “Agreement”) is made and entered into as of this 28th day of April, 2018, by and between BeiGene (Beijing) Co., Ltd. (the “Company”), a subsidiary of BeiGene, Ltd., and Dr. Wu Xiaobin (the “Employee”).

BEIGENE, LTD. AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York

THIS AMENDMENT NO. 1 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019 (the “Agreement”), is made and entered into as of December 6, 2019, by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

EMPLOYMENT CONTRACT (FOREIGN EMPLOYEES)
Employment Contract • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...
Option Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London

This Option Agreement (this “Option Agreement”), effective as of October 1, 2015 (the “Effective Date”), is by and between BeiGene, LTD, a corporation organized under the laws of the Cayman Islands having an address of c/o Mourant Ozannes Corporate Services, (Cayman) Limited, 94 Solaris Avenue, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands GB (“BeiGene”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Merck”). BeiGene and Merck may be referred to herein as a “Party” or collectively as the “Parties.” The parties hereby agree as follows:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • August 8th, 2022 • BeiGene, Ltd. • Pharmaceutical preparations • New York

This Amendment to the Collaboration Agreement (“Amendment”) is entered into as of April 20, 2022 (the “Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeiGene Switzerland GmbH, a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeiGene”), and BeiGene, Ltd., a Cayman Islands exempted company incorporated with limited liability with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“BeiGene Parent”). BeiGene and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement (the “Agreement”), entered into as of October 31, 2019, by and between Amgen and BeiGene and, solely with respect to Section 13.6 thereof,

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • May 4th, 2023 • BeiGene, Ltd. • Pharmaceutical preparations

This Second Amendment to the Collaboration Agreement (“Amendment”) is entered into as of February 26, 2023 (the “Second Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeiGene Switzerland GmbH, a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeiGene”), and BeiGene, Ltd., a Cayman Islands exempted company incorporated with limited liability with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“BeiGene Parent”). BeiGene and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement, entered into as of October 31, 2019 (as amended from time to time, the “Agreement”), by and between Amgen and BeiGene and

BEIGENE, LTD. AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 27th, 2023 • BeiGene, Ltd. • Pharmaceutical preparations

THIS AMENDMENT NO. 3 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019, as amended on December 6, 2019 and September 24, 2020 (the “Agreement”), is made and entered into as of January 30, 2023 (the “Amendment Effective Date”), by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • November 13th, 2017 • BeiGene, Ltd. • Pharmaceutical preparations • New York

This Agreement dated as of July 5, 2017 (the “Execution Date”) and effective on the Effective Date (as defined below), is entered into between Celgene Logistics Sàrl, a corporation incorporated under the laws of Switzerland, with registered offices at Route de Perreux 1, 2017 Boudry Switzerland (“Celgene”), and BeiGene, Ltd., a corporation organized under the laws of the Cayman Islands having an address of c/o Mourant Ozannes Corporate Services, (Cayman) Limited 94 Solaris Avenue, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands GB (“BeiGene").

CERTAIN INFORMATION (INDICATED BY “[…***…]”) AND SCHEDULES HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York

This SHARE Purchase Agreement (the “Agreement”) is made and entered into as of October 31, 2019 (the “Signing Date”), by and between BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”).

RESTRICTED SHARE UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BEIGENE, LTD. 2016 SHARE OPTION AND INCENTIVE PLAN
Restricted Share Unit Award Agreement • August 9th, 2018 • BeiGene, Ltd. • Pharmaceutical preparations

Pursuant to the BeiGene, Ltd. 2016 Share Option and Incentive Plan as amended through the date of grant (the “Plan”), BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one ordinary share, par value US$0.0001 per share (the “Ordinary Shares”) of the Company. The Ordinary Shares may be represented by American Depositary Shares (“ADSs”), and each ADS represents 13 Ordinary Shares. References herein to the issuance of Ordinary Shares shall also refer to the issuance of ADSs on the same basis of one ADS for every 13 Ordinary Shares. Capitalized terms in this Restricted Share Unit Award Agreement for Non-Employee Directors (this “Agreement”) shall have the meaning specified in the Plan, unless defined differently herein.

RENEWED EMPLOYMENT CONTRACT
Renewed Employment Contract • August 5th, 2021 • BeiGene, Ltd. • Pharmaceutical preparations

Party A: (employer) BeiGene (Beijing) Co., Ltd 甲方: 百济神州(北京)生物科技有限公司 Address: No. 30 Science Park Road, Zhongguancun Life Science Park, Changping District, Beijing 地址: 北京市昌平区中关村生命科学院,科学园路30号 Party B: (Employee) WANG LAI 乙方: 汪来 ID Number: 身份证号码:

Contract
Facility Agreement • December 10th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations • Hong Kong

[This English version is for reference only. In case any discrepancy exists between the Chinese and English version, the Chinese version shall prevail]

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