NOTE AMENDMENT AND EXCHANGE AGREEMENTNote Amendment and Exchange Agreement • January 27th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • New York
THIS NOTE AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is executed on January 26, 2016 (the “Effective Date”), by and between Merck Sharp & Dohme Research GMBH, an affiliate of Merck Sharp & Dohme Corp. (“Lender”) and BeiGene, Ltd., a Cayman Islands exempted company (“Company” and, together with Lender, the “Parties”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 27th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • New York
This Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of January 26, 2016 and effective as the closing of the IPO (as defined below), by and among BeiGene, Ltd., a Cayman Islands exempted company (the “Company”) and the Investor, Key Holders and Initial Investors signatories hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Second Amended and Restated Investors’ Rights Agreement dated as of April 21, 2015 by and among the Company and the other parties thereto (the “Investors’ Rights Agreement”).
