0001193805-16-002982 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • March 31st, 2016 • Citibank,N.A./ADR • 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).

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BEIGENE, LTD. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF FEBRUARY 5, 2016
Deposit Agreement • March 31st, 2016 • Citibank,N.A./ADR • Pharmaceutical preparations • New York

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT dated as of _____, 2016 (the “Amendment”), by and among BeiGene, Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the Deposit Agreement (as defined below).

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