Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, BeiGene, Ltd. (the "Company") entered into a Share
Purchase Agreement dated October 31, 2019, as amended, by and between the
Company and Amgen Inc. ("Amgen") pursuant to which, among other things, (i) the
Company issued 206,635,013 ordinary shares in the form of 15,895,001 American
Depositary Shares ("ADSs"), to Amgen for aggregate gross proceeds of
approximately $2.78 billion, and (ii) subject to certain qualifications, the
Company granted Amgen the right to appoint a designated director to the
Company's board of directors (such agreement, the "Share Purchase Agreement").
On January 30, 2023, on account of the Company's global growth, Amgen elected to
relinquish its right to appoint a designated director to the Company's board of
directors, pursuant to an Amendment No. 3 to the Share Purchase Agreement (the
"Amendment"). The Company will retain Anthony C. Hooper, who was Amgen's
director designee on the Company's board of directors until Amgen relinquished
its right to appoint a designated director. Mr. Hooper was most recently
re-elected by shareholders in 2022 to serve a three-year term ending 2025.
The foregoing description of the terms of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
agreement, which the Company intends to file as an exhibit to a subsequent
periodic report or on an amendment to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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