Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on January 2, 2020, BeiGene, Ltd. (the "Company") issued 206,635,013 ordinary shares in the form of 15,895,001 American Depositary Shares ("ADSs"), representing approximately 20.5% of the Company's then outstanding share capital, to Amgen Inc. ("Amgen") for aggregate gross proceeds of approximately $2.78 billion, or $13.45 per ordinary share, or $174.85 per ADS, pursuant to a Share Purchase Agreement dated October 31, 2019, as amended, by and between the Company and Amgen (the "Share Purchase Agreement"). On March 17, 2020, the Company and Amgen entered into an Amendment No. 2 (the "Second Amendment") to the Share Purchase Agreement in order to account for periodic dilution from the issuance of shares by the Company.

On September 24, 2020, the Company and Amgen restated in its entirety the Second Amendment (the "Restated Second Amendment"), pursuant to which Amgen will have an option (the "Direct Purchase Option") to subscribe for additional ordinary shares of the Company in the form of ADSs (the "Additional Shares") in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital. The Direct Purchase Option is exercisable on a monthly basis, but only if Amgen's interest in the outstanding share capital of the Company at the monthly reference date is less than 20.4%. The Restated Second Amendment has revised the Second Amendment such that the Direct Purchase Option (i) will be exercisable by Amgen solely as a result of dilution arising from issuance of new shares by the Company under its equity incentive plans from time to time, and (ii) is subject to annual approval by the Company's independent shareholders each year during the term of the Restated Second Amendment.

In connection with the Restated Second Amendment, the Company has applied for, and The Stock Exchange of Hong Kong Limited ("HKEx") has granted, a waiver (the "Waiver") from Rules 13.36(1)(a) and 14A.36 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HKEx Listing Rules") in respect of the Direct Purchase Option, subject to specified conditions.

As previously disclosed, the Company was in a HKEx review process to seek HKEx's approval of the Direct Purchase Option and postponed an extraordinary general meeting of shareholders (the "EGM") for the Company's shareholders to consider, and if thought fit, approve the grant of the Direct Purchase Option under a specific mandate. In light of the grant of the Waiver by the HKEx, the Company has discontinued the HKEx review process and expects to hold the EGM in due course. The Restated Second Amendment and the issuance of Additional Shares thereunder are subject to approval by a majority vote of the Company's shareholders, excluding Amgen, pursuant to the HKEx Listing Rules.

The exercise period of the Direct Purchase Option will commence on the first day of the month following shareholder approval and will terminate on the earliest of: (a) the date on which Amgen and its affiliates collectively own less than 20% of the outstanding share capital of the Company as a result of Amgen's sale of shares; (b) at least 60-day advance written notice from either Amgen or the Company that such party wishes to terminate the Direct Purchase Option; or (c) the third anniversary of the date on which the exercise period of the Direct Purchase Option commences. The Direct Purchase Option has no vesting period.

The Additional Shares will be issued in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. All certificates evidencing the shares will bear a standard restrictive legend under the Securities Act.

The foregoing description of the terms of the Restated Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit No.                                                                              Description
   10.1               Restated Amendment No. 2 to Share Purchase Agreement, dated
                      September 24, 2020, by and between Amgen Inc. and the Company.
   104                The cover page from this Current Report on Form 8-K, formatted in
                      Inline XBRL

--------------------------------------------------------------------------------





                                 Exhibit Index
Exhibit No.               Description
       10.1                 Restated Amendment No. 2 to Share Purchase Agreement, dated September
                          2    4    , 2020, by and between Amgen Inc. and the Company    .
       104                The cover page from this Current Report on Form 8-K, formatted in Inline
                          XBRL

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses