BeOne Medicines Ltd. Sample Contracts
BEONE MEDICINES LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 202[●] , among BEONE MEDICINES LTD., a corporation organized under the laws of Switzerland (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
DEPOSIT AGREEMENT by and among BEIGENE, LTD. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of February 5, 2016Deposit Agreement • February 11th, 2016 • BeiGene, Ltd. • 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).
AMENDED AND RESTATED DEPOSIT AGREEMENT by and among BeOne Medicines Ltd. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of May 27, 2025Deposit Agreement • May 27th, 2025 • BeiGene, Ltd. • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of May 27, 2025, by and among (i) BeOne Medicines Ltd., a company limited by shares incorporated and existing under the laws of Switzerland, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 27th, 2025 • BeiGene, Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (this Agreement) is made as of [ ], by and between BeOne Medicines Ltd., a corporation formed and organized under the laws of Switzerland (the Company), and [ ] (the Indemnitee), [a director/an executive officer] of the Company.
Underwriting AgreementUnderwriting Agreement • February 2nd, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • New York
BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares, representing [•] ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and, at the election of the Underwriters, up to [•] additional American Depositary Shares representing [•] Ordinary Shares. The aggregate of [•] American Depositary Shares representing [•] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [•] American Depositary Shares representing [•] additional Ordinary Shares to be
GLOBAL NON-QUALIFIED SHARE OPTION AGREEMENT FOR NON-EMPLOYEE Consultants UNDER BeONE Medicines LTD. 2016 SHARE OPTION AND INCENTIVE PLANGlobal Non-Qualified Share Option Agreement • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations
Pursuant to the BeOne Medicines Ltd. 2016 Share Option and Incentive Plan as amended through the Grant Date (the “Plan”), and this Global Non-Qualified Share Option Award Agreement for Non-Employee Consultants, including any additional terms and conditions for the Optionee’s country set forth in the appendix attached hereto (the “Appendix,” and together with the Global Non-Qualified Share Option Award Agreement, the “Agreement”), BeOne Medicines Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), hereby grants to the Optionee named above, who is a Consultant (as defined in the Plan) of the Company or a Subsidiary, an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of ordinary registered shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan. Th
GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT FOR CONSULTANTS UNDER BEONE MEDICINES LTD.Global Restricted Share Unit Award Agreement • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations
Pursuant to the BeOne Medicines Ltd. 2016 Share Option and Incentive Plan as amended through the Grant Date (the “Plan”), and this Global Restricted share Unit Award Agreement for Consultants, including any additional terms and conditions for the Grantee’s country set forth in the appendix attached hereto (the “Appendix” and together with the Global Restricted Share Unit Award Agreement, the “Agreement”), BeOne Medicines Ltd., a corporation incorporated under the laws of Switzerland (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 registered share of the Company, par value US$0.0001 per share (the “Ordinary Shares”). 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
GLOBAL NON-QUALIFIED SHARE OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BEIGENE, LTD. 2016 SHARE OPTION AND INCENTIVE PLANGlobal Non-Qualified Share Option Agreement • August 2nd, 2023 • BeiGene, Ltd. • Pharmaceutical preparations
Name of Optionee: _____________________________________ No. of Share Options: ____________________ Ordinary Shares (as defined below) Option Exercise Price per Share: $___________________ [Must be the higher of (a) 1/13 of the closing price of the Company’s ADSs as quoted on the NASDAQ on the date of grant, and (b) 1/13 of the average closing price of the Company’s ADSs quoted on the NASDAQ for the five trading days immediately preceding date of grant] Grant Date: ____________________ Expiration Date: ____________________ [No more than 10 years]
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 27th, 2025 • BeiGene, Ltd. • Pharmaceutical preparations • New York
This Executive Employment Agreement is entered into by and between BeOne Medicines USA, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and John V. Oyler (the “Executive”) (the Company and the Executive are each referred to as a “Party” and together as the “Parties”), effective as of the Effective Date (this “Agreement”). This Agreement replaces and fully supersedes the Employment Agreement between the Executive and BeiGene, Ltd., a Cayman Islands exempted company, which was effective on April 25, 2017 (the “2017 Employment Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London
This License Agreement (this “Agreement”) is dated as of October 28, 2013 (the “Effective Date”) by and between 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 (“Licensor”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties.”
BEIGENE, LTD. RESTATED AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 24th, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York
THIS RESTATED AMENDMENT NO. 2 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019, as amended on December 6, 2019 (the “Agreement”), is made and entered into as of September 24, 2020, by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”), and restates in its entirety the Amendment No. 2 to the Agreement dated March 17, 2020. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London
This Amended and Restated License Agreement (this “Agreement”) is dated as of December 10, 2013 (the “Amendment Date”) by and between BeiGene , Ltd, a corporation organized under the laws of the Cayman Islands having a place of business at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands (“BeiGene”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Company”). BeiGene and Company may be referred to herein as a “Party” or, collectively, as “Parties.”
BeiGene, Ltd. 1,511,546 American Depositary Shares Representing 19,650,098 Ordinary Shares (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • December 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York
The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of February 5, 2016 and as amended on April 11, 2016, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders from time to time of the ADRs. Each ADS represents the right to receive 13 Ordinary Shares deposited pursuant to the Deposit Agreement.
CONSULTING AGREEMENTConsulting Agreement • May 8th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (the “Consulting Agreement”), effective as of January 23, 2024, is entered into by BeiGene, Ltd., a Cayman Islands exempted company (the “Company”), and Thomas Malley (the “Consultant”).
GLOBAL RESTRICTED Share UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER beone medicines Ltd. 2016 Share OPTION AND INCENTIVE PLANGlobal Restricted Share Unit Award Agreement • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations
Pursuant to the BeOne Medicines Ltd. 2016 Share Option and Incentive Plan, as amended through the Grant Date (the “Plan”), and this Global Restricted Share Unit Award Agreement for Non-Employee Directors, including any additional terms and conditions for the Grantee’s country set forth in the appendix attached hereto (the “Appendix,” and together with the Global Restricted Share Unit Award Agreement for Non-Employee Directors, the “Agreement”), BeOne Medicines Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above, who is a Non-Employee Director. Each Restricted Share Unit shall relate to one ordinary registered share of the Company, par value US$0.0001 per share (the “Ordinary Shares”). The Ordinary Shares may be represented by American Depositary Shares (“ADSs”), and each ADS represents 13 Ordinary Shares. References herein to the issuance of Or
INTERNATIONAL UNDERWRITING AGREEMENTInternational Underwriting Agreement • August 3rd, 2018 • BeiGene, Ltd. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2016 • BeiGene, Ltd. • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of this 8th day of August 2016, by and between BeiGene USA, Inc., (the “Company”), a subsidiary of BeiGene, Ltd., and Amy Peterson (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of this 13th day of July, 2015, by and between BeiGene USA, Inc., (the “Company”), a subsidiary of BeiGene, Ltd., and Howard Liang (the “Employee”).
BeOne Medicines Ltd.Deposit Agreement • May 27th, 2025 • BeiGene, Ltd. • Pharmaceutical preparations
EMPLOYMENT CONTRACT (FOREIGN EMPLOYEES)Employment Contract • August 5th, 2021 • BeiGene, Ltd. • Pharmaceutical preparations
Premises Lease ContractPremises Lease Contract • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations
NOW THEREFORE, by adhering to the principles of equality, voluntariness, mutual benefit, and equal consideration, and through full and friendly consultation, the Parties hereby enter into this Contract regarding the lease of the Premises in Beijing on February 1, 2011 for mutual compliance.
SECOND AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Investors’ Rights Agreement”), is made as of the 21st day of April, 2015, by and among BeiGene, Ltd., a Cayman Islands exempted company (the “Company”); each of the shareholders listed on Schedule A hereto (the “Investors”); each of the shareholders listed on Schedule B hereto (the “Key Holders”); and each of the shareholders listed on Schedule C hereto (the “Initial Investors”).
GUARANTEEGuarantee • March 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations
Guarantee (this “Guarantee”) dated as of October 31, 2019, made by and among BeiGene, Ltd., a Cayman Islands exempted company, with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“Parent Co.”) and Amgen Inc., a Delaware corporation, with a principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Collaboration Agreement (as hereafter defined).
ContractFacility Agreement • December 10th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations • Hong Kong
[This English version is for reference only. In case any discrepancy exists between the Chinese and English version, the Chinese version shall prevail]
BeOne Medicines Ltd.Deposit Agreement • May 27th, 2025 • BeiGene, Ltd. • Pharmaceutical preparations • New York
Reference is made to (i) the Amended and Restated Deposit Agreement, dated as of May 27, 2025, as may be amended and supplemented from time to time (the “Deposit Agreement”), by and among BeOne Medicines Ltd. (formerly known as “BeiGene, Ltd.”), a company limited by shares incorporated and existing under the laws of Switzerland (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder, and (ii) that certain letter agreement, dated as of July 11, 2016, by and between the Company and Depositary (the “2016 Restricted ADS Letter Agreement”) which is being amended and restated in its entirety by the terms of this letter agreement (this “Restricted ADS Letter Agreement”). All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2017 • BeiGene, Ltd. • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is made and entered into by and between BeiGene, Ltd. (the “Company”), a Cayman Islands exempted company and John V. Oyler (the “Executive”), on April 25, 2017 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2018 • BeiGene, Ltd. • Pharmaceutical preparations
This Executive Employment Agreement (this “Agreement”) is made and entered into as of this 28th day of April, 2018, by and between BeiGene (Beijing) Co., Ltd. (the “Company”), a subsidiary of BeiGene, Ltd., and Dr. Wu Xiaobin (the “Employee”).
BEIGENE, LTD. AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2020 • BeiGene, Ltd. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019 (the “Agreement”), is made and entered into as of December 6, 2019, by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
EMPLOYMENT CONTRACT (FOREIGN EMPLOYEES)Employment Contract • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[...***...].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Option Agreement • October 16th, 2015 • BeiGene, Ltd. • Pharmaceutical preparations • London
This Option Agreement (this “Option Agreement”), effective as of October 1, 2015 (the “Effective Date”), is by and between 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”), and Merck KGaA, a corporation with general partners organized under German law having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Merck”). BeiGene and Merck may be referred to herein as a “Party” or collectively as the “Parties.” The parties hereby agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • August 8th, 2022 • BeiGene, Ltd. • Pharmaceutical preparations • New York
This Amendment to the Collaboration Agreement (“Amendment”) is entered into as of April 20, 2022 (the “Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeiGene Switzerland GmbH, a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeiGene”), and BeiGene, Ltd., a Cayman Islands exempted company incorporated with limited liability with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“BeiGene Parent”). BeiGene and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement (the “Agreement”), entered into as of October 31, 2019, by and between Amgen and BeiGene and, solely with respect to Section 13.6 thereof,
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • May 4th, 2023 • BeiGene, Ltd. • Pharmaceutical preparations
This Second Amendment to the Collaboration Agreement (“Amendment”) is entered into as of February 26, 2023 (the “Second Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeiGene Switzerland GmbH, a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeiGene”), and BeiGene, Ltd., a Cayman Islands exempted company incorporated with limited liability with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“BeiGene Parent”). BeiGene and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement, entered into as of October 31, 2019 (as amended from time to time, the “Agreement”), by and between Amgen and BeiGene and
BEIGENE, LTD. AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 27th, 2023 • BeiGene, Ltd. • Pharmaceutical preparations
THIS AMENDMENT NO. 3 (this “Amendment”) to the SHARE PURCHASE AGREEMENT, dated as of October 31, 2019, as amended on December 6, 2019 and September 24, 2020 (the “Agreement”), is made and entered into as of January 30, 2023 (the “Amendment Effective Date”), by and among BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and Amgen Inc., a Delaware corporation (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
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").
CERTAIN INFORMATION (INDICATED BY “[…***…]”) AND SCHEDULES HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. GLOBAL performance SHARE UNIT AWARD AGREEMENT...Global Performance Share Unit Award Agreement • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations
Pursuant to the BeOne Medicines Ltd. 2016 Share Option and Incentive Plan, as amended through the Grant Date (the “Plan”), and this Global Performance Share Unit Award Agreement, including the additional performance-based vesting conditions in Appendix A and any additional terms and conditions for the Grantee’s country set forth in Appendix B attached hereto (Appendices A and B, together with the Global Performance Share Unit Award Agreement, the “Agreement”), BeOne Medicines Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), hereby grants an award of the number of Performance Share Units (“PSUs”) listed above (an “Award”) to the Grantee named above. Each PSU shall relate to one ordinary registered share of the Company, par value US$0.0001 per share (the “Ordinary Shares”). 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