LICENSE AND SUPPLY AGREEMENTLicense 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").
RESTRICTED SHARE UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BEIGENE, LTD.Restricted Share Unit Award Agreement • November 13th, 2017 • 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.
AMENDED AND RESTATED EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT by and among BEIGENE, LTD. and CELGENE CORPORATION and CELGENE SWITZERLAND LLC Originally executed on July 5, 2017, and entered into as of August 31, 2017Exclusive License and Collaboration Agreement • November 13th, 2017 • BeiGene, Ltd. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of August 31, 2017 (the “Amended Execution Date”) and made effective as of the Effective Date (as defined in Section 15.2) by and among BeiGene, Ltd., a corporation organized under the laws of the Cayman Islands (“BeiGene”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations of Celgene under this Agreement in the United States (subject to Section 14.16), and Celgene Switzerland LLC, a Delaware limited liability company (“Celgene LLC”), with respect to all rights and obligations of Celgene under this Agreement outside of the United States (subject to Section 14.16) (Celgene Corp. and Celgene LLC together, “Celgene”). Celgene and BeiGene are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
