Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
BEONE MEDICINES LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm
142
Consolidated statements of operations for the years ended December 31, 202 5 , 202 4 and 202 3
145
Consolidated balance sheets as of December 31, 202 5 and 202 4
147
Consolidated statements of comprehensive income ( loss ) for the years ended December 31, 202 5 , 202 4 and 202 3
146
Consolidated statements of cash flows for the years ended December 31, 202 5 , 202 4 and 202 3
148
Consolidated statements of shareholders’ equity for the years ended December 31, 202 5 , 202 4 and 202 3
150
Notes to consolidated financial statements
151
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of BeOne Medicines Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of BeOne Medicines Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Gross-to-Net U.S. Accruals for Sales Chargebacks and Third-Party Managed Rebates
Description of the Matter At December 31, 2025, the Company recorded $79.1 million of contra AR accruals and $398.5 million of accrued rebates, returns and other deductions. As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition,” the Company recognizes revenue when the transfer of control of goods or services to the customer is completed. To determine the appropriate transaction price at the time revenue is recognized, the Company estimates variable consideration related to sales chargebacks and rebates that will ultimately be due to the customer and others in the distribution channel under the terms of their contracts. Where appropriate, these estimates take into consideration, among other items, the Company’s historical experience, current contractual and statutory requirements, and channel inventory levels. The Company recognizes revenue related to variable consideration to the extent it is probable that a significant revenue reversal will not occur and estimates variable consideration from sales chargebacks and rebates using the expected value method.
Auditing the Company’s United States accrued sales chargebacks and rebates owed pursuant to definitive contractual agreements or legal requirements with distributors, private (Managed Care and Group Purchasing Organizations) and public (Medicaid, Tricare, and Manufacturer’s Discounts) benefit providers was challenging due to the extent of effort required to audit the significant number of sales chargeback and rebate programs, as the terms vary by distributor and program and by benefit provider. Additionally, due to the volume of sales chargebacks and rebates, third-party processing and the timing of invoicing received from distributors and benefit providers, the actual amounts incurred for all distributors and benefit providers are not known at the time the financial statements are issued.
How We Addressed the Matter in Our Audit We evaluated and tested the design and operating effectiveness of internal controls over the Company’s process used in determining the measurement and completeness of accrued sales chargebacks and rebates in the United States. This included testing controls over management’s review of contractual sales chargebacks and rebates and other inputs used in the estimation of accrued sales chargebacks and rebates in the United States, including but not limited to the Company’s historical results, current contractual and statutory requirements, channel inventory levels, and projected subsequent period invoicing. We tested controls over management’s review of contractual terms, and total invoicing to date, as well as controls to ensure that the data used to evaluate and support the significant assumptions were complete, accurate, and, where applicable, verified to external data sources.
To test the accrued sales chargebacks and rebates in the United States, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in determining the accrued sales chargebacks and rebates and evaluating the assumptions and inputs used by management. To evaluate the measurement and completeness of the accruals, we performed analytical procedures in combination with confirmations of a sample of the inventory remaining in the distribution channel at period end. We assessed the historical accuracy of management’s accrued sales chargebacks and rebates estimates by comparing prior period accrued sales chargebacks and rebates to the amount of actual payments made in subsequent periods. We examined terms and conditions for a sample of contracts with the Company’s customers and others in the distribution channel, tested a sample of credits issued and payments made throughout the year, and agreed rates to underlying contract terms. We independently calculated the sales chargeback and rebate accruals using actual invoicing, executed third party contracts, current period expense activity, and projected subsequent period invoicing. Finally, we assessed subsequent events and subsequent period invoicing to determine whether there was any new information that would require adjustment to the accruals.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2022.
Boston, Massachusetts
February 26, 2026
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of BeOne Medicines Ltd.
Opinion on Internal Control Over Financial Reporting
We have audited BeOne Medicines Ltd.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, BeOne Medicines Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 26, 2026
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BEONE MEDICINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
Year Ended December 31,
Note 2025 2024 2023
$ $ $
Revenues
Product revenue, net 13 5,282,061 3,779,546 2,189,852
Other revenue 3 60,972 30,695 268,927
Total revenues 5,343,033 3,810,241 2,458,779
Cost of sales - product 668,540 594,089 379,920
Gross profit 4,674,493 3,216,152 2,078,859
Operating expenses
Research and development 2,145,868 1,953,295 1,778,594
Selling, general and administrative 2,081,489 1,831,056 1,508,001
Total operating expenses 4,227,357 3,784,351 3,286,595
Income (loss) from operations 447,136 ( 568,199 ) ( 1,207,736 )
Interest income 70,505 69,641 78,373
Interest expense ( 58,234 ) ( 21,805 ) ( 4,364 )
Other (expense) income, net 6 ( 42,553 ) ( 12,638 ) 307,891
Income (loss) before income taxes 416,854 ( 533,001 ) ( 825,836 )
Income tax expense 10 129,921 111,785 55,872
Net income (loss) 286,933 ( 644,786 ) ( 881,708 )
Earnings (loss) per share
Basic 14 0.20 ( 0.47 ) ( 0.65 )
Diluted 14 0.19 ( 0.47 ) ( 0.65 )
Weighted-average shares outstanding—basic 1,417,803,727 1,368,746,793 1,357,034,547
Weighted-average shares outstanding—diluted 1,474,829,908 1,368,746,793 1,357,034,547
Earnings (loss) per American Depositary Share (“ADS”)
Basic 14 2.63 ( 6.12 ) ( 8.45 )
Diluted 14 2.53 ( 6.12 ) ( 8.45 )
Weighted-average ADSs outstanding—basic 109,061,825 105,288,215 104,387,273
Weighted-average ADSs outstanding—diluted 113,448,454 105,288,215 104,387,273
The accompanying notes are an integral part of these consolidated financial statements.
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BEONE MEDICINES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
Year Ended December 31,
Note 2025 2024 2023
$ $ $
Net income (loss) 286,933 ( 644,786 ) ( 881,708 )
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments 16 69,300 ( 47,565 ) ( 25,464 )
Other adjustments 16 1,504 ( 1,977 ) 3,435
Comprehensive income (loss) 357,737 ( 694,328 ) ( 903,737 )
The accompanying notes are an integral part of these consolidated financial statements.
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BEONE MEDICINES LTD.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
As of December 31,
Note 2025 2024
$ $
Assets
Current assets:
Cash and cash equivalents 4,547,530 2,627,410
Accounts receivable, net 865,080 676,278
Inventories, net 11 608,227 494,986
Prepaid expenses and other current assets 11 212,752 192,919
Total current assets 6,233,589 3,991,593
Property, plant and equipment, net 8 1,641,678 1,578,423
Operating lease right-of-use assets 7 148,184 139,309
Intangible assets, net 9 62,704 51,095
Other non-current assets 11 102,418 160,490
Total non-current assets 1,954,984 1,929,317
Total assets 8,188,573 5,920,910
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable 479,035 404,997
Accrued expenses and other payables 11 1,109,120 803,713
Tax payable 10 41,625 25,930
Operating lease liabilities, current portion 7 20,698 17,576
Research and development cost share liability, current portion 3 64,345 111,154
Sale of future royalty liability, current portion 4 56,714 —
Short-term debt 12 57,293 851,529
Total current liabilities 1,828,830 2,214,899
Non-current liabilities:
Long-term debt 12 961,913 166,484
Sale of future royalty liability, non-current portion 4 850,242 —
Operating lease liabilities, non-current portion 7 52,940 44,277
Deferred tax liabilities 10 53,209 42,007
Research and development cost share liability, non-current portion 3 — 54,286
Other long-term liabilities 11 80,245 66,735
Total non-current liabilities 1,998,549 373,789
Total liabilities 3,827,379 2,588,688
Commitments and contingencies 20
Shareholders’ equity:
Ordinary shares, $ 0.0001 par value per share; 1,540,975,898 and 1,387,367,704 shares issued and 1,441,075,618 and 1,387,367,704 shares outstanding as of December 31, 2025 and 2024, respectively
144 138
Additional paid-in capital 12,759,137 12,087,908
Accumulated other comprehensive loss 16 ( 78,184 ) ( 148,988 )
Accumulated deficit ( 8,319,903 ) ( 8,606,836 )
Total shareholders’ equity 4,361,194 3,332,222
Total liabilities and shareholders’ equity 8,188,573 5,920,910
The accompanying notes are an integral part of these consolidated financial statements.
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BEONE MEDICINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
Year Ended December 31,
Note 2025 2024 2023
$ $ $
Cash flows from operating activities:
Net income (loss) 286,933 ( 644,786 ) ( 881,708 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense 141,686 171,762 87,675
Share-based compensation expense 15 510,857 441,618 367,618
Acquired in-process research and development 3 691 60,000 46,800
Amortization of research and development cost share liability 3 ( 101,095 ) ( 73,226 ) ( 55,294 )
Impairment of equity investments 75,626 6,838 7,529
Loss on long-term investments 6 596 17,184 8,692
Non-cash interest expense 14,872 — —
Deferred income tax expense 9,469 25,983 689
Gain on BMS termination settlement — — ( 362,917 )
Other items, net ( 2,953 ) 11,163 ( 5,998 )
Changes in operating assets and liabilities:
Accounts receivable ( 164,954 ) ( 329,443 ) ( 188,306 )
Inventories ( 93,168 ) ( 91,496 ) ( 140,948 )
Other assets 37,164 45,126 12,120
Accounts payable 79,833 121,497 21,484
Accrued expenses and other payables 311,762 111,354 180,111
Deferred revenue 1,293 633 ( 255,587 )
Other liabilities 18,968 ( 14,838 ) 587
Net cash provided by (used in) operating activities 1,127,580 ( 140,631 ) ( 1,157,453 )
Cash flows from investing activities:
Purchases of property and equipment ( 185,839 ) ( 492,663 ) ( 561,896 )
Purchase of in-process research and development ( 60,691 ) ( 31,800 ) ( 15,000 )
Purchase of intangible assets 3 ( 20,000 ) ( 4,674 ) ( 19,365 )
Purchase of long-term investments 6 ( 11,834 ) ( 19,006 ) ( 14,900 )
Proceeds from sale or maturity of short-term investments 3,446 2,655 673,240
Other investing activities ( 1,237 ) ( 2,862 ) ( 2,075 )
Net cash (used in) provided by investing activities ( 276,155 ) ( 548,350 ) 60,004
Cash flows from financing activities:
Proceeds from sale of future royalties 4 911,000 — —
Proceeds from long-term loan 12 850,586 9,053 22,502
Repayment of long-term loan 12 ( 35,680 ) ( 28,031 ) ( 13,690 )
Proceeds from short-term loans 12 233,676 868,270 661,530
Repayment of short-term loans 12 ( 1,044,781 ) ( 704,216 ) ( 309,576 )
Payments of debt issuance costs 12 ( 23,392 ) — —
Payments of withholding taxes from share-based awards ( 24,195 ) — —
Proceeds from option exercises and employee share purchase plan 196,281 45,373 55,712
Repayment of sale of future royalties liability 4 ( 4,044 ) — —
Other financing activities — 3,000 —
Net cash provided by financing activities 1,059,451 193,449 416,478
Effect of foreign exchange rate changes, net 60,024 ( 51,705 ) ( 8,082 )
Net increase (decrease) in cash, cash equivalents, and restricted cash 1,970,900 ( 547,237 ) ( 689,053 )
Cash, cash equivalents, and restricted cash, beginning of year 2,638,747 3,185,984 3,875,037
Cash, cash equivalents, and restricted cash, end of year 4,609,647 2,638,747 3,185,984
Supplemental cash flow disclosures:
Cash and cash equivalents 4,547,530 2,627,410 3,171,800
Short-term restricted cash 41,284 9,312 11,473
Long-term restricted cash 20,833 2,025 2,711
Interest paid 52,452 51,175 19,753
Supplemental non-cash activities:
Accruals for capital expenditures 57,283 70,314 91,804
Purchase of in-process research and development included in accounts payable — 60,000 31,800
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The accompanying notes are an integral part of these consolidated financial statements.
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BEONE MEDICINES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
Ordinary Shares Issued Effect of Redomiciliation 1
Total Outstanding Shares Ordinary Shares Issued Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income/(Loss) Accumulated
Deficit Total
Shares $ $ $ $ $
Balance at December 31, 2022 1,356,140,180 — 1,356,140,180 135 11,540,979 ( 77,417 ) ( 7,080,342 ) 4,383,355
Issuance of shares reserved for share option exercises 84,227 — 84,227 — — — — —
Exercise of options, ESPP and release of RSUs 26,561,925 — 26,561,925 2 53,006 — — 53,008
Cancellation of ordinary shares ( 23,273,108 ) — ( 23,273,108 ) ( 2 ) ( 362,915 ) — — ( 362,917 )
Share-based compensation — — — — 367,618 — — 367,618
Other comprehensive loss — — — — — ( 22,029 ) — ( 22,029 )
Net loss — — — — — — ( 881,708 ) ( 881,708 )
Balance at December 31, 2023 1,359,513,224 — 1,359,513,224 135 11,598,688 ( 99,446 ) ( 7,962,050 ) 3,537,327
Use of shares reserved for share option exercises ( 2,258,161 ) — ( 2,258,161 ) — — — — —
Exercise of options, ESPP and release of RSUs 30,112,641 — 30,112,641 3 45,550 — — 45,553
Deconsolidation of a subsidiary — — — — 2,052 — — 2,052
Share-based compensation — — — — 441,618 — — 441,618
Other comprehensive loss — — — — — ( 49,542 ) — ( 49,542 )
Net loss — — — — — — ( 644,786 ) ( 644,786 )
Balance at December 31, 2024 1,387,367,704 — 1,387,367,704 138 12,087,908 ( 148,988 ) ( 8,606,836 ) 3,332,222
Issuance of shares reserved for share option exercises 109,709,434 ( 112,772,594 ) ( 3,063,160 ) — — — — —
Exercise of options, ESPP and release of RSUs 43,898,760 12,872,314 56,771,074 6 195,895 — — 195,901
Share-based compensation — — — — 510,857 — — 510,857
Withholding taxes from share-based awards — — — — ( 35,523 ) — — ( 35,523 )
Other comprehensive income — — — — — 70,804 — 70,804
Net income — — — — — — 286,933 286,933
Balance at December 31, 2025 1,540,975,898 ( 99,900,280 ) 1,441,075,618 144 12,759,137 ( 78,184 ) ( 8,319,903 ) 4,361,194
1. Upon effectiveness of the Continuation, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation became part of the Company’s issued but not outstanding share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. The Company expects to use these treasury shares in the future to satisfy obligations to deliver shares in connection with awards granted under the Company’s equity incentive plans and agreements.
The accompanying notes are an integral part of these consolidated financial statements.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
1. Description of Business
Formerly known as BeiGene, Ltd., BeOne Medicines Ltd. (the “Company” or “BeOne”) is a global oncology company focused on discovering and developing innovative treatments that are more affordable and accessible to cancer patients worldwide.
Effective May 27, 2025, the Company changed its jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (such transaction, the “Continuation”), The Continuation did not change the accounting basis under U.S. generally accepted accounting principles (“GAAP”) of any of the Company’s consolidated assets, liabilities, equity, or any previous results of operations or cash flows.
In connection with the Continuation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation became part of the Company’s issued share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. See the Company’s final prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) on March 10, 2025 for a full description of the changes related to the Company’s ordinary shares following the Continuation.
Since its inception in 2010, the Company has become a fully integrated global organization with nearly 12,000 employees worldwide.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, estimates related to research and development accruals, estimates related to the sale of future royalty liability and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts of revenues and expenses. Actual results could differ from these estimates.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Functional Currency and Foreign Currency Translation
Functional currency and foreign currency gains and losses
The Company uses the U.S. dollar (“$” or U.S. dollar) as its reporting currency. Transactions in subsidiaries are recorded in the functional currency of the respective subsidiary and such transactions denominated in currencies other than the functional currency give rise to foreign exchange remeasurement (monetary assets and liabilities) and related gains and losses that are classified in other (expense) income, net in the consolidated statement of operations. The determination of functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters . For those periods presented, the Company has not entered into any foreign currency derivative instruments to hedge its foreign currency positions.
Foreign currency translation
For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the period and the exchange rate at the balance sheet date to translate the operating results and financial position to the U.S. dollar, which is the Company’s reporting currency. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value.
Restricted cash
Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for letters of credit and cash used to settle employee benefit obligations and related taxes. The Company classifies restricted cash as current or non-current based on the term of the restriction.
In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by its board of directors.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are recorded at their invoiced amounts, net of trade discounts and allowances as well as an allowance for credit losses. The allowance for credit losses reflects the Company’s current estimate of credit losses expected to be incurred over the life of the receivables. The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the aging of receivables and aging trends, customer creditworthiness and specific exposures related to particular customers. The Company also monitors other risk factors and forward-looking information, such as country specific risks and economic factors that may affect a customer’s ability to pay in establishing and adjusting its allowance for credit losses. Accounts receivable are written off after all collection efforts have ceased.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Inventory
Prior to the regulatory approval of product candidates, the Company may incur costs for the manufacture of drug product to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, all such costs are recorded as research and development expenses as incurred.
Inventories are stated at the lower of cost and net realizable value, with cost determined in a manner that approximates weighted average cost. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates of future prices by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations.
Investments
The Company’s investments consist of convertible note instruments, public equity securities with readily determinable fair values, private equity securities without readily determinable fair values, and equity-method investments. The classification of an investment is determined based on the nature of the investment, the Company’s ability and intent to hold the investment, and the degree to which the Company may exercise influence over the investee.
• Convertible note instruments are recorded using the fair value option method of accounting. Accordingly, convertible note instruments are remeasured at fair value on a recurring basis, with any changes in the fair value option recorded in other (expense) income, net.
• Public equity securities with readily determinable fair values are recorded at fair value. Subsequent changes in fair value are recorded in other (expense) income, net. Derivative financial instruments to purchase public equity securities are recorded at fair value. The estimated fair value of derivative financial instruments is determined based on the Black-Scholes valuation model. Changes in fair value of derivative instruments are recorded in other (expense) income, net.
• Private equity securities without readily determinable fair values and where the Company does not have significant influence are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Adjustments to private equity securities are recorded in other (expense) income, net.
• Equity investments in common stock or in-substance common stock where the Company has significant influence over the financial and operating policies of the investee are accounted for as equity-method investments. Equity-method investments are initially recorded at cost and subsequently adjusted based on the Company’s percentage ownership in the investee’s income and expenses, as well as dividends, if any. The Company records its share of the investee’s results of operations in other (expense) income, net. The Company records impairment losses on our equity method investments if it deems the impairment to be other-than-temporary. The Company deems an impairment to be other-than-temporary based on various factors, including but not limited to, the length of time the fair value is below the carrying value and ability to retain the investment to allow for a recovery in fair value.
Realized gains or losses on sales of investments are determined based on the specific identification method.
The Company regularly evaluates its investments for impairment. The Company recognized impairment losses from observable price changes in orderly transactions for a similar investment of $ 75,626 , $ 7,635 and $ 7,529 related to its investments in equity during the years ended December 31, 2025, 2024 and 2023, respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Property, plant and equipment, other than land and construction in progress, are depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:
Useful Lives
Building 20 to 30 years
Manufacturing equipment 3 to 10 years
Laboratory Equipment 3 to 5 years
Software, Electronic and Office Equipment 3 to 5 years
Leasehold Improvements Lesser of useful life or lease term
The Company periodically evaluates whether events and circumstances have occurred that indicate the estimated useful lives of its long-lived assets may require reassessment.
Leases
The Company applies ASC, Topic 842, Leases (“ASC 842”) to account for its leases. The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of December 31, 2025. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.
At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a right-of-use (“ROU”) asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period in which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option.
Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities.
Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term.
Land Use Right, Net
All land in the PRC is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. As of December 31, 2025, the Company held land use rights in the following regions:
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Terms
Guangzhou 50 years
Beijing 36 years
Suzhou 30 years
Shanghai 47 years
Intangible Assets
Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Intangible assets associated with milestone payments made to third parties subsequent to regulatory approval are recorded at cost. Identifiable intangible assets consist of post-approval milestone payments under license and commercialization agreements, that are amortized over the remainder of the product patent or the term of the commercialization agreements; and trading licenses that are amortized over the initial license term.
Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2025, 2024 and 2023, the Company determined that there were no indicators of impairment of its intangible assets.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2025, 2024 and 2023, there was no impairment of the value of the Company’s long-lived assets.
Fair Value Measurements
Fair value of financial instruments
The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable inputs which are supported by little or no market activity.
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Financial instruments measured at fair value on a recurring basis
The following tables set forth assets measured at fair value on a recurring basis as of December 31, 2025 and 2024:
As of December 31, 2025 Quoted Price
in Active
Market for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
$ $ $
Cash equivalents:
Money market funds 2,384,656 — —
Other non-current assets:
Equity securities with readily determinable fair values — 2 —
Convertible debt instrument — — 6,135
Other 1,271 — —
Total 2,385,927 2 6,135
As of December 31, 2024 Quoted Price
in Active
Market for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
$ $ $
Cash equivalents
Money market funds 950,704 — —
Prepaid expenses and other current assets:
Convertible debt instrument — — 618
Other non-current assets:
Equity securities with readily determinable fair values 2,113 168 —
Convertible debt instrument — — 4,616
Total 952,817 168 5,234
The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets.
The Company’s equity securities carried at fair value consisted of holdings in common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company. The common stock investment was measured and carried at fair value and classified as a Level 1 investment. The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment. In 2025, the Company sold its common stock holdings. Refer to Note 6, Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.
The Company holds convertible notes issued by private biotech companies. The Company has elected the fair value option method of accounting for the convertible notes. Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other (expense) income, net. The Company recorded gain on fair value adjustments of $ 1,368 for the year ended December 31, 2025 and losses on fair value adjustments of $ 4,842 and $ 1,492 for the years ended December 31, 2024 and 2023, respectively.
There were no transfers of instruments between levels of valuation categories during the years ended December 31, 2025 and 2024.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature. Long-term debt approximates its fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities.
Revenue Recognition
The Company applies ASC, Topic 606, Revenue from Contracts with Customers (“ASC 606”) to account for its revenue transactions.
Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.
Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.
Product Revenue
In the U.S. and EU, the Company generates product revenues from the sale of BRUKINSA ® and TEVIMBRA ® . In China, the Company generates product revenues from the sale of its internally developed drugs TEVIMBRA, BRUKINSA and PARTRUVIX ® , and the sale of in-licensed products through its agreements with Amgen, BMS, Bio-Thera, EUSA Pharma and Luye Pharmaceutical. Under the commercial profit share arrangement with Amgen, the Company is the principal for in-licensed product sales to customers in China during the commercialization period and recognizes 100% of net product revenue on these sales. Amounts due to Amgen for its portion of net product sales are recorded as cost of sales.
In the U.S., the Company distributes its products through specialty pharmacies and specialty distributors. The specialty pharmacies and specialty distributors subsequently resell the product to health care providers and patients. In the EU, the Company distributes its products through distributors or directly to hospitals. In China, the Company sells its internally developed products to multiple distributors, who in turn sell the product to hospitals or pharmacies within their authorized territories to be sold ultimately to patients. In-licensed products are sold to a first tier distributor who subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients.
The Company is the principal under the product sales as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to the customer. For product sales transactions, the Company has a single performance obligation which is to sell the products to its customer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the customer. The Company’s payment terms are approximately 30-90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Estimates for variable consideration for which reserves are established at the time of sale include government and commercial rebates, provisions for acceptance of National Reimbursement Drug List (“NRDL”) pricing in the PRC, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its customers, health care providers and other indirect customers. Where appropriate, these estimates take into consideration relevant factors such as the Company's historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. To date, sales returns have not been significant.
Collaboration Revenue
At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently.
In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above.
The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.
Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license.
Options to License Intellectual Property: Upfront non-refundable payments for options to license the Company’s intellectual property are evaluated to determine if the option represents a material right and is distinct from the other performance obligations identified in the arrangement. For options determined to be a material right and distinct, the Company defers the non-refundable up-front fees allocated to the option and recognizes revenues at a point in time, at the earlier of when the option is exercised or the option period expires.
Right to Access Intellectual Property during the Option Period: The portion of a transaction price allocated to the other parties right to access the Company’s intellectual property to generate their own data during an option period is deferred and recognized as collaboration revenue over the option period on a straight-line basis as the right to use the intellectual property is provided and the data generated.
Research and Development Services: The portion of a transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process. Regulatory milestones are included in the transaction price in the period regulatory approval is obtained.
Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Research and Development Expenses
Research and development expenses consist of the costs associated with our research and development activities, conducting preclinical studies and clinical trials, and activities related to regulatory filings, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses.
Clinical trial costs are a significant component of the Company’s research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates. Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become probable.
Acquired In-Process Research and Development Expense
The Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments (prior to government approval), are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized.
Government Grants
Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other income upon receipt. During the years ended December 31, 2025, 2024 and 2023, the Company recognized other income of $ 22,718 , $ 22,326 , and $ 23,989 , respectively, for government grants received after the related expenses have been incurred.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
In the event government grants or incentives involve continuing performance obligations, the Company will recognize the payment as a liability and amortize it within the same financial statement caption as the performance obligation relates over the performance period. The Company received government assistance in the form of cash primarily to support the Guangzhou manufacturing facility build-out and research and development programs.
Government assistance received to support the Guangzhou manufacturing facility build-out is recognized as other long-term liabilities and amortized over the same useful lives of the related assets as depreciation expense. As of December 31, 2025 and 2024, other long-term liabilities related to the Guangzhou manufacturing facility build-out totaled $ 28,900 and $ 30,235 , respectively. For the years ended December 31, 2025, 2024 and 2023, depreciation expense is presented net of amortization of government assistance of $ 2,587 , $ 3,053 and $ 2,938 , respectively.
Government assistance received to support research and development programs is recorded as other long-term liabilities upon receipt and recognized as other income when the associated research and development programs are completed. As of December 31, 2025 and 2024, other long-term liabilities related to research and development programs totaled $ 79 and $ 89 , respectively. No income was recognized during the three years ended December 31, 2025 related to grants received for research and development programs.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive income (loss) includes net income (loss), foreign currency translation adjustments and pension liability adjustments, and is presented in the consolidated statements of comprehensive income (loss).
Share-Based Compensation
Awards granted to employees
The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company’s grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options is calculated using an option pricing model. The fair value of restricted shares and restricted share units are based on the closing market price of our ADSs on the Nasdaq Global Select Market on the date of grant. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed.
ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Awards granted to non-employees
The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity . All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The grant date is the measurement date of the fair value of the equity instrument issued. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees . The Company estimated the fair value of share options granted to non-employees using the same method as employees.
Modification of awards
A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.
Sale of Future Royalty Liability
The Company records upfront payments received from the sale of future royalties as a liability. Royalty payments made to the purchaser are recorded as a reduction of the liability or accrued interest. The Company accounts for the associated interest expense under the effective interest rate method, while continuing to recognize the full amount of royalty revenue in the period in which the counterparty sells the related product and recognizes the related revenue.
The Company calculates the liability related to the sale of future royalties, effective interest rate and the related interest expense using the current estimate of anticipated future royalty payments under the arrangement, which is periodically reassessed based on internal projections of future royalty revenues and information from partners who are responsible for commercializing the medicines. If there is a material change in the estimate, the Company will prospectively adjust the effective interest rate and the related interest expense.
Income Taxes
The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes in the financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.
Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated in accordance with ASC 260, Earnings per Share . Basic earnings (loss) per ordinary share is computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s ordinary shares issuable upon the conversion of the share options, and unvested employee share purchase plan, restricted shares units, employee share purchase plan (“ESPP”) shares and performance-based restricted shares units (“PSUs”) using the treasury stock method. The dilutive effects of PSUs are included in the weighted average common share calculation based on the cumulative achievement against the performance targets only when the performance targets have been achieved as of the end of the reporting period.
Ordinary share equivalents are excluded from the computation of diluted earnings (loss) per share if their effects would be anti-dilutive. Basic and diluted earnings (loss) per ordinary share is presented in the Company’s consolidated statements of operations.
Segment Information
In accordance with ASC 280, Segment Reporting , the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment: pharmaceutical products.
Concentration of Risks
Concentration of cash and credit risk
Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and accounts receivable.
As of December 31, 2025 and 2024, $ 4,547,530 and $ 2,627,410 were deposited with various major reputable financial institutions located in the U.S., PRC and other international financial institutions. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unable to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.
As of December 31, 2025 and 2024, the Company had accounts receivable, net of $ 865,080 and $ 676,278 , respectively. Accounts receivable, net represent amounts arising from product sales. The Company monitors economic conditions to identify facts or circumstances that may indicate receivables are at risk of collection.
Customer concentration risk
For the year ended December 31, 2025, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.5 %, 17.5 % and 10.1 % of product revenue, respectively, and collectively, represented approximately 37.1 % of trade accounts receivable as of December 31, 2025.
For the year ended December 31, 2024, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.0 %, 16.9 % and 11.1 % of product revenue, respectively, and collectively, represented approximately 51.0 % of trade accounts receivable as of December 31, 2024.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Recent Accounting Pronouncements
New accounting standards which have been adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold; (2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received); and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign. The Company adopted ASU 2023-09 effective December 31, 2025 on a prospective basis. Refer to Footnote 10 for income taxes related disclosures.
New accounting standards which have not yet been adopted
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The update requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The update further specifies that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs. This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact on its financial statements of adopting this guidance.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
3. Collaborative, Licensing and Other Arrangements
The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates. To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements. These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing.
During the three years ended December 31, 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA ® sales outside of China under the Amgen collaboration agreement, revenue generated under the Novartis broad markets agreement, and research and development services revenue and right to access intellectual property revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.
The following table summarizes total other revenue recognized for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
Other Revenue $ $ $
Amgen royalty revenue 40,733 7,841 —
Novartis broad markets revenue 17,598 18,259 8,859
Research and development service revenue — — 79,431
Right to access intellectual property revenue — — 104,477
Material rights revenue — — 71,980
Other 2,641 4,595 4,180
Total 60,972 30,695 268,927
In-Licensing Arrangements - Commercial
Amgen
In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (as amended, the “Amgen Collaboration Agreement”) for the commercialization and development in China (excluding Hong Kong, Macao and Taiwan) (the “Collaboration Territory”), of Amgen’s XGEVA ® , KYPROLIS ® , and BLINCYTO ® , and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with the Company responsible for development and commercialization in the Collaboration Territory. The agreement became effective on January 2, 2020, following approval by the Company’s shareholders and satisfaction of other closing conditions.
Under the agreement, the Company is responsible for the commercialization of XGEVA ® , KYPROLIS ® and BLINCYTO ® in the Collaboration Territory for so long as each product is sold in the Collaboration Territory following each product’s regulatory approval in the Collaboration Territory. Amgen is responsible for manufacturing the products globally and supplying the products to the Company at an agreed upon price. The Company and Amgen share equally in the Collaboration Territory commercial profits and losses during the commercialization period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Amgen and the Company are also jointly developing a portfolio of Amgen oncology pipeline assets under the collaboration. The Company is responsible for conducting clinical development activities in the Collaboration Territory and co-funding global development costs by contributing cash and development services up to a total cap of $ 1,250,000 . Amgen is responsible for all development, regulatory and commercial activities outside of the Collaboration Territory. For each pipeline asset that is approved in the Collaboration Territory, the Company will receive commercial rights for seven years from approval. The Company has the right to retain approximately one out of every three approved pipeline assets, other than LUMAKRAS ® (sotorasib) (“AMG 510”), Amgen’s KRAS G12C inhibitor, for commercialization in the Collaboration Territory. The Company and Amgen will share equally in the Collaboration Territory commercial profits and losses during the commercialization period. The Company is entitled to receive royalties from sales in the Collaboration Territory for pipeline assets returned to Amgen for five years after the seven-year commercialization period. The Company is also entitled to receive royalties from global sales of each product outside of the Collaboration Territory (with the exception of AMG 510).
In April 2022, the parties entered into the First Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to the financial responsibilities of the parties in connection with the development and commercialization of certain Amgen proprietary products for the treatment of oncology-related diseases and conditions. In connection with the Company’s ongoing assessment of the Amgen Collaboration Agreement cost-share contributions, the Company determined that further investment in the development of LUMAKRAS ® was no longer commercially viable for the Company. As a result, in February 2023, the Company and Amgen entered into the Second Amendment to the Amgen Collaboration Agreement to (i) stop sharing costs with Amgen for the further development of LUMAKRAS ® during the period starting January 1, 2023 and ending August 31, 2023; and (ii) cooperate in good faith to prepare a transition plan with the termination of LUMAKRAS ® from the Amgen Collaboration Agreement.
In October 2025, the parties entered into the Third Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to financial responsibility for early access programs in certain regions of the Collaboration Territory and commercial supply of IMDELLTRA ® (tarlatamab-dlle). In November 2025, the parties entered into the Fourth Amendment to the Amgen Collaboration Agreement, which extends the Company’s commercialization rights to certain products in the Collaboration Territory.
The Amgen Collaboration Agreement is within the scope of ASC 808, as both parties are active participants and are exposed to the risks and rewards dependent on the commercial success of the activities performed under the agreement. The Company is the principal for product sales to customers in the Collaboration Territory during the commercialization period and will recognize 100 % of net product revenue on these sales. Amounts due to Amgen for its portion of net product sales will be recorded as cost of sales. Cost reimbursements due to or from Amgen under the profit share will be recognized as incurred and recorded to cost of sales; selling, general and administrative expense; or research and development expense, based on the underlying nature of the related activity subject to reimbursement. Costs incurred for the Company’s portion of the global co-development funding are recorded to research and development expense as incurred.
In connection with the Amgen Collaboration Agreement, a Share Purchase Agreement (“SPA”) was entered into by the parties on October 31, 2019. On January 2, 2020, the closing date of the transaction, Amgen purchased 15,895,001 of the Company’s ADSs for $ 174.85 per ADS, representing a 20.5 % ownership stake in the Company. Per the SPA, the cash proceeds shall be used as necessary to fund the Company’s development obligations under the Amgen Collaboration Agreement. Pursuant to the SPA, Amgen also received the right to designate one member of the Company’s board of directors, and Anthony Hooper joined the Company’s board of directors as the Amgen designee in January 2020. Amgen relinquished its right to appoint a designated director to the Company’s board of directors in January 2023.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
In determining the fair value of the common stock at closing, the Company considered the closing price of the common stock on the closing date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions. The fair value of the shares on the closing date was determined to be $ 132.74 per ADS, or $ 2,109,902 in the aggregate. The Company determined that the premium paid by Amgen on the share purchase represents a cost share liability due to the Company’s co-development obligations. The fair value of the cost share liability on the closing date was determined to be $ 601,857 based on the Company’s discounted estimated future cash flows related to the pipeline assets. The estimation of future cash flows involved management assumptions of revenue growth rates and probability of technical and regulatory success of the pipeline assets. The total cash proceeds of $ 2,779,241 were allocated based on the relative fair value method, with $ 2,162,407 recorded to equity and $ 616,834 recorded as a research and development cost share liability. The cost share liability is being amortized proportionately as the Company contributes cash and development services to its total co-development funding cap.
Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the years ended December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
BeOne’s portion of the development funding 205,238 148,391 108,608
Less: Amortization of research and development cost share liability 101,095 73,226 55,294
Research and development expense 104,143 75,165 53,314
As of December 31, 2025
Remaining portion of development funding cap 130,393
As of December 31, 2025 and 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:
As of December 31,
2025 2024
$ $
Research and development cost share liability, current portion 64,345 111,154
Research and development cost share liability, non-current portion — 54,286
Total research and development cost share liability 64,345 165,440
The net reimbursement paid under the commercial profit-sharing agreement for in-line product sales is classified in the consolidated statements of operations for the three years ended December 31, 2025 as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Cost of sales - product 35,985 37,150 8,358
Selling, general and administrative ( 99,448 ) ( 83,674 ) ( 60,917 )
Research and development ( 3,115 ) ( 2,438 ) 1,688
Total ( 66,578 ) ( 48,962 ) ( 50,871 )
The Company purchases commercial inventory from Amgen to distribute in the Collaboration Territory. Total inventory purchases amounted to $ 263,896 , $ 247,655 and $ 108,691 , respectively, during the years ended December 31, 2025, 2024 and 2023 . Net amounts payable to Amgen as of December 31, 2025 and 2024 were $ 79,097 and $ 116,563 , respectively.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Out-Licensing Arrangements
Novartis
Tislelizumab Collaboration and License
In January 2021, the Company entered into a collaboration and license agreement with Novartis, granting Novartis rights to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan (the “Novartis Territory”). The Company and Novartis agreed to jointly develop tislelizumab in these licensed countries, with Novartis responsible for regulatory submissions after a transition period and for commercialization upon regulatory approvals. In addition, both companies had the ability to conduct clinical trials globally to explore combinations of tislelizumab with other cancer treatments, and the Company has an option to co-detail the product in North America, funded in part by Novartis.
Under the agreement the Company received an upfront cash payment of $ 650,000 from Novartis. A portion of the transaction price was allocated to the R&D services to be performed under the agreement and deferred and was being recognized as collaboration revenue as the R&D services were performed using a percentage-of-completion method.
In September 2023, the Company and Novartis agreed to mutually terminate the collaboration and license agreement, effective immediately. Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis. Novartis may continue its ongoing clinical trials and has the ability to conduct future combination trials with tislelizumab subject to the Company’s approval. The Company agreed to provide Novartis with ongoing clinical supply of tislelizumab to support its clinical trials. Pursuant to the termination agreement, Novartis agreed to provide transition services to the Company to enable key aspects of the tislelizumab development and commercialization plan to proceed without disruption, including manufacturing, regulatory, safety and clinical support. Upon termination of the agreement in September 2023, there were no further performance obligations, and the remaining deferred revenue balance associated with the tislelizumab R&D services was recognized in full.
The following table summarizes collaboration revenue recognized in connection with the tislelizumab collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
$ $ $
Research and development service revenue — — 72,278
Other 1
— 2,113 5,067
Total — 2,113 77,345
1 Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.
Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement
In December 2021, the Company expanded its collaboration with Novartis by entering into an option, collaboration and license agreement with Novartis to develop, manufacture and commercialize the Company’s investigational TIGIT inhibitor ociperlimab in the Novartis Territory. In addition, the Company and Novartis entered into an agreement granting the Company rights to market, promote and detail five approved Novartis oncology products, TAFINLAR ® (dabrafenib), MEKINIST ® (trametinib), VOTRIENT ® (pazopanib), AFINITOR ® (everolimus), and ZYKADIA ® (ceritinib), across designated regions of China referred to as “broad markets.” In the first quarter of 2022, the Company initiated marketing and promotion of these five products.
Under the terms of the option, collaboration and license agreement, the Company received an upfront cash payment of $ 300,000 . At inception, a portion of the upfront cash payment was deferred related to performance obligations to be satisfied at a later point in time or over time.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately. Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab. Upon termination the Company had no further performance obligations under the collaboration, and all remaining deferred revenue balances were recognized in full. The China broad markets agreement remains in place.
The following table summarizes collaboration revenue recognized in connection with the ociperlimab option, collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
$ $ $
Research and development service revenue — — 7,153
Right to access intellectual property revenue — — 104,477
Material rights revenue — — 71,980
Novartis broad markets revenue 17,598 18,259 8,859
Total 17,598 18,259 192,469
In-Licensing Arrangements - Development
The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories. These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.
Upfront and milestone payments made under these arrangements for the years ended December 31, 2025, 2024 and 2023 are set forth below. All upfront and development milestones were expensed to research and development expense. All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or the term of the commercialization agreements.
Year Ended December 31,
2025 2024 2023
Payments due to collaboration partners Classification $ $ $
Upfront payments Research and development expense 691 60,027 46,800
Development milestone payments Research and development expense — 54,000 —
Regulatory and commercial milestone payments Intangible asset 20,000 — 24,365
Total 20,691 114,027 71,165
The Company has entered into a number of in-licensing collaborative arrangements during the years ended December 31, 2025, 2024 and 2023. A summary of amounts incurred under these arrangements is included above. The Company may be required to pay additional amounts upon the achievement of various development and commercial milestones under these agreements. The Company may also incur significant research and development costs if the related product candidate were to advance to late-stage clinical trials. In addition, if any products related to these collaborations are approved for sale, the Company may be required to pay significant milestones upon approval and milestones and/or royalties on future sales. The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
4. Sale of Future IMDELLTRA ® Royalties
On August 25, 2025, the Company entered into an agreement (“Royalty Agreement”) to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA ® (tarlatamab-dlle) for up to $ 950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”). Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $ 885,000 upon closing of the Royalty Agreement. Subsequently, the Company exercised its option to sell additional royalties to Royalty Pharma and received $ 26,000 in the fourth quarter of 2025. The Company will share in a portion of the royalty on annual sales above $ 1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.
The Company evaluated the arrangement and determined that the proceeds from the sale of future IMDELLTRA ® royalties, as well as the option to sell remaining royalties when and if exercised, should be treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration. At the transaction date, the Company recognized the upfront proceeds of $ 885,000 and, subsequently, the option proceeds of $ 26,000 , as liabilities and is amortizing them using the effective interest method over the life of the arrangement. The Company imputes interest expense associated with the liability using the effective interest rate method. The effective interest rate is the rate that equates the present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability. The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast. The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and current market conditions using the prospective method. A significant increase or decrease in future royalty revenues will materially impact the timing of royalty sale liability amortization, interest expense and the time period for repayment. The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount or timing of such payments is materially different than its initial estimates, the Company will prospectively adjust the amortization of the liability and the related interest expense.
The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period. The repayment does not follow a fixed repayment schedule and will be recognized over the life of the royalty stream, which is expected to occur through at least 2041. The Royalty Agreement also contains customary representations, warranties, covenants, and indemnification provisions.
As of December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:
As of
December 31, 2025
$
Sale of future royalty liability, current portion 56,714
Sale of future royalty liability, non-current portion 850,242
Total sale of future royalty liability 906,956
The following table summarizes the sale of future royalty liability activity during the year ended December 31, 2025:
Royalty Sale Liability
$
Balance at August 25, 2025 885,000
Proceeds from option exercise 26,000
Payments to Royalty Pharma, excluding effective interest payments ( 4,044 )
Balance at December 31, 2025 906,956
The carrying value of the sale of future royalty liability approximates fair value as of December 31, 2025 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs. The Company recognized interest expense of $ 19,760 related to this arrangement for the year ended December 31, 2025, of which $ 14,180 was accrued as of December 31, 2025. The effective annual imputed interest rate was 6.4 % as of December 31, 2025.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
5. Restricted Cash
The Company’s restricted cash primarily consist of RMB-denominated cash deposits held in designated bank accounts for collateral for letters of credit and cash used to settle employee benefit obligations and related taxes. The Company classifies restricted cash as current or non-current based on term of restriction. Restricted cash as of December 31, 2025 and 2024 was as follows:
As of December 31,
2025 2024
$ $
Short-term restricted cash 41,284 9,312
Long-term restricted cash 20,833 2,025
Total 62,117 11,337
In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR Offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors. As of December 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 146,253 .
6. Investments
The following table summarizes the Company’s investments in equity securities:
As of December 31,
2025 2024
$ $
Equity securities with readily determinable fair values 1
2 2,281
Equity securities without readily determinable fair values
Pi Health, Inc. 2
422 40,798
Other 3
32,732 48,157
Equity-method investments 4
22,387 33,081
Total 55,543 124,317
1 Represents common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company. The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other (expense) income, net. In the fourth quarter of 2025, the Company sold its common stock holdings.
2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $ 38,063 . The consideration received for the divestiture consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $ 40,798 and cash consideration of $ 1,000 . The transaction resulted in a pre-tax gain of $ 3,735 recorded within other (expense) income, net during year ended December 31, 2024. The Company accounts for its investment as a private equity security without a readily determinable fair value, and the divestiture was not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations. In the fourth quarter of 2025, the Company recognized an impairment loss of $ 40,376 within other (expense) income, net resulting from a decline in enterprise value in business reorganization.
3 In the third quarter of 2025, the Company recognized an impairment loss of $ 15,552 within other (expense) income, net, resulting from a decline in the enterprise value related to a business acquisition of one of its investees.
4 In the first quarter of 2025, as a result of the wind-down of the operations and related financial obligations of one of the Company’s equity-method investments, the investment’s fair value was assessed to be zero . The Company recognized an other-than-temporary impairment loss of $ 12,376 within unrealized losses from equity-method investments.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
The following table summarizes realized and unrealized losses related to investments in equity securities recorded in other (expense) income, net:
Year Ended December 31,
2025 2024 2023
$ $ $
Equity securities with readily determinable fair values
( 1,252 ) ( 1,307 ) ( 425 )
Equity securities without readily determinable fair values ( 58,282 ) ( 7,596 ) ( 6,448 )
Equity-method investments
( 14,982 ) ( 10,275 ) ( 7,856 )
The following table summarizes the portion of unrealized losses that relates to equity securities still held by the Company as of December 31, 2025:
Year Ended December 31,
2025
$
Net losses recognized on equity securities
( 74,516 )
Less: net losses recognized on equity securities sold ( 16,638 )
Net unrealized losses on equity securities held at end of period
( 57,878 )
7. Leases
The Company has operating leases for office and manufacturing facilities in the U.S., Switzerland, and China. The leases have remaining lease terms of up to five years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets. The Company has land use rights, which represent land acquired for the biologics manufacturing facility in Guangzhou, the land acquired for the Company’s research, development and office facility in Changping, Beijing, the land acquired for the Company’s research, development and manufacturing facility in Suzhou, and the land acquired for the Company’s research and development facility in Shanghai. The Company also has certain leases with terms of 12 months or less for certain equipment, office and lab space, which are expensed and not recorded on the balance sheet.
The components of lease expense were as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Operating lease cost 24,899 26,575 25,978
Variable lease cost 4,282 4,580 6,101
Short-term lease cost 1,804 2,897 1,683
Total lease cost 30,985 34,052 33,762
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Supplemental balance sheet information related to leases was as follows:
As of December 31,
2025 2024
$ $
Operating lease right-of-use assets 69,306 60,639
Land use rights, net 78,878 78,670
Total operating lease right-of-use assets 148,184 139,309
Current portion of operating lease liabilities 20,698 17,576
Operating lease liabilities, non-current portion 52,940 44,277
Total lease liabilities 73,638 61,853
Maturities of operating lease liabilities are as follows:
Amounts
$
Year ending December 31, 2026 23,653
Year ending December 31, 2027 21,761
Year ending December 31, 2028 16,453
Year ending December 31, 2029 11,173
Year ending December 31, 2030 6,641
Thereafter 888
Total lease payments 80,569
Less imputed interest ( 6,931 )
Present value of lease liabilities 73,638
Other supplemental information related to leases is summarized below:
Year ended December 31,
2025 2024 2023
$ $ $
Operating cash flows used in operating leases 24,000 56,005 27,985
ROU assets obtained in exchange for new operating lease liabilities 29,826 47,066 11,854
As of December 31,
2025 2024
Weighted-average remaining lease term (years) 4 4
Weighted-average discount rate 5.02 % 5.23 %
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
8. Property, Plant and Equipment, Net
Property, plant and equipment, net are recorded at cost less accumulated depreciation and consisted of the following:
As of December 31,
2025 2024
$ $
Land 71,434 65,485
Building 1,187,836 607,857
Manufacturing equipment 273,769 244,255
Laboratory equipment 309,471 240,885
Software, electronics and office equipment 124,136 100,348
Leasehold improvements 76,568 64,680
Property and equipment, at cost 2,043,214 1,323,510
Less: Accumulated depreciation ( 528,695 ) ( 399,105 )
Construction in progress 127,159 654,018
Property, plant and equipment, net 1,641,678 1,578,423
The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey. In the year ended December 31, 2025 , $ 469,006 of assets were placed into service. As of December 31, 2025 , the Company had construction in progress of $ 91,390 related to the Hopewell facility, the majority of which will be put into service in 2026.
Construction in progress (“CIP”) a s of December 31, 2025 and 2024 primarily related to the Hopewell facility and the research and development facility acquired in 2024. CIP by fixed asset class are summarized as follows:
As of December 31,
2025 2024
$ $
Manufacturing equipment 92,673 89,897
Laboratory equipment 7,997 9,805
Building 16,442 528,629
Other 10,047 25,687
Total 127,159 654,018
Depreciation expense for the years ended December 31, 2025, 2024 and 2023 were $ 131,615 , $ 166,938 and $ 80,436 , respectively. Included within depreciation expense for the year ended December 31, 2024 is $ 59,792 of accelerated depreciation expense resulting from the move of production to more efficient, larger scale equipment for TEVIMBRA.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
9. Intangible Assets
Intangible assets as of December 31, 2025 and 2024 are summarized as follows:
December 31, 2025 December 31, 2024
Gross
carrying
amount Accumulated
amortization Intangible
assets, net Gross
carrying
amount Accumulated
amortization Intangible
assets, net
$ $ $ $ $ $
Finite-lived intangible assets:
Developed products 77,486 ( 15,291 ) 62,195 62,889 ( 12,370 ) 50,519
Other 8,987 ( 8,478 ) 509 8,987 ( 8,411 ) 576
Total finite-lived intangible assets 86,473 ( 23,769 ) 62,704 71,876 ( 20,781 ) 51,095
Developed products represent post-approval milestone payments under license and commercialization agreements. The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements.
Amortization expense for developed products is included in cost of sales-product in the accompanying consolidated statements of operations. Amortization expense for other intangible assets is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The weighted-average life for each finite-lived intangible assets is approximately 10 years. Amortization expense is as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Amortization expense - Cost of sales - product
10,004 4,729 3,739
Amortization expense - Selling, general and administrative
67 95 3,500
Total 10,071 4,824 7,239
Estimated amortization expense for each of the five succeeding years and thereafter, as of December 31, 2025 is as follows:
Year Ending December 31, Cost of Sales - Product Selling, General and Administrative Expense Total
$
2026 6,226 67 6,293
2027 6,226 67 6,293
2028 6,226 67 6,293
2029 6,226 67 6,293
2030 6,226 67 6,293
2031 and thereafter 31,065 174 31,239
Total 62,195 509 62,704
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
10. Income Taxes
The components of income ( loss) before income taxes are as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Switzerland 189,967 277,710 ( 21,368 )
U.S. 203,189 201,516 117,446
PRC ( 66,300 ) ( 263,159 ) ( 315,852 )
Other 89,998 ( 749,068 ) ( 606,062 )
Total 416,854 ( 533,001 ) ( 825,836 )
The current and deferred components of the income tax expense (benefit) from continuing operations are as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Current tax expense
Switzerland 82 2 88
U.S. 39,305 57,222 25,170
PRC 23,133 12,331 24,956
Other 57,932 16,223 4,971
Total 120,452 85,778 55,185
Deferred tax expense (benefit)
Switzerland — — —
U.S. 6,039 23,556 —
PRC 5,450 180 687
Other ( 2,020 ) 2,271 —
Total 9,469 26,007 687
Income tax expense 129,921 111,785 55,872
The Company established tax residency in Switzerland upon the Continuation and adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025. The following table presents the required disclosure pursuant to ASC 2023-09 and reconciles the Switzerland federal statutory tax amount and rate to the Company’s actual global effective income tax amount and rate for the year ended December 31, 2025:
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Year Ended December 31,
2025
$ Percent
Income before income taxes 416,854
Switzerland federal statutory tax rate 35,433 8.5 %
State and local income tax, net of federal income tax effect 1
( 1,789 ) ( 0.4 ) %
Foreign tax effects
United States
Statutory tax rate difference between the U.S. and Switzerland 25,399 6.1 %
State and local income tax, net of federal income tax effect 2
9,610 2.3 %
Share-based payment awards ( 17,702 ) ( 4.2 ) %
Foreign-derived intangible income ( 15,337 ) ( 3.7 ) %
Unremitted earnings 6,039 1.4 %
Research tax credits and incentives ( 35,048 ) ( 8.4 ) %
Changes in valuation allowances 47,084 11.3 %
Other 960 0.2 %
China
Statutory tax rate difference between China and Switzerland ( 2,122 ) ( 0.5 ) %
Share-based payment awards 37,822 9.1 %
Non-deductible business expenses 12,676 3.0 %
Research tax credits and incentives ( 23,404 ) ( 5.6 ) %
Effect of changes in tax rates 5,283 1.3 %
Deferred asset adjustment 10,239 2.5 %
Changes in valuation allowances ( 19,272 ) ( 4.6 ) %
Other 3,839 0.9 %
Australia
Statutory tax rate difference between Australia and Switzerland 9,089 2.2 %
Share-based payment awards 3,076 0.7 %
Changes in valuation allowances 16,013 3.8 %
Other 421 0.1 %
Germany
Statutory tax rate difference between Germany and Switzerland 2,453 0.6 %
Share-based payment awards 2,158 0.5 %
Other ( 2,671 ) ( 0.6 ) %
Italy
Changes in valuation allowances 4,260 1.0 %
Other 2,360 0.6 %
Cayman Islands
Statutory tax rate difference between Cayman Islands and Switzerland 4,253 1.0 %
Other 59 0.0 %
Japan 1,928 0.5 %
Brazil 1,827 0.4 %
Other foreign jurisdictions 3,055 0.7 %
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Changes in valuation allowance ( 12,725 ) ( 3.1 ) %
Changes in unrecognized tax benefits 16,208 3.9 %
Other adjustments ( 1,553 ) ( 0.4 ) %
Effective tax rate 129,921 31.2 %
1. Local taxes in Basel-Stadt canton made up the majority (greater than 50%) of the tax effect in this category.
2. State taxes in Kentucky, Tennessee, New York, and New York City made up the majority (greater than 50%) of the tax effect in this category.
The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. statutory tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023:
Year Ended December 31,
2024 2023
$ $
Loss before tax ( 533,001 ) ( 825,836 )
U.S. statutory tax rate 21 % 21 %
Expected taxation at U.S. statutory tax rate ( 111,930 ) ( 173,426 )
Foreign and preferential tax rate differential 93,741 144,310
Non-deductible expenses 1,130 19,134
Share-based payment awards 53,446 32,581
State tax (benefit) ( 7,988 ) ( 5,872 )
Change in valuation allowance 157,286 845,811
Tax relief credits — ( 704,928 )
Research tax credits and incentives ( 43,602 ) ( 64,343 )
Deductible research expenses ( 13,644 ) —
Tax on unremitted earnings 23,743 —
Foreign-derived intangible income ( 40,397 ) ( 37,395 )
Taxation for the year 111,785 55,872
Effective tax rate ( 21.0 ) % ( 6.8 ) %
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Significant components of deferred tax assets (liabilities) are as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Accruals and reserves 168,454 121,549 106,708
Net operating losses carryforward 1,338,800 1,137,890 996,588
Share-based compensation 42,236 38,397 26,687
Research tax credits 40,224 34,561 68,117
Tax relief credits 704,928 704,928 704,928
Intangible asset amortization 1,020,858 1,081,442 699,974
Lease liability 14,960 11,882 7,893
R&D and other capitalized costs 361,557 277,061 164,190
Total gross deferred tax assets 3,692,017 3,407,710 2,775,085
Less: valuation allowance ( 3,648,017 ) ( 3,403,505 ) ( 2,771,470 )
Net deferred tax assets 44,000 4,205 3,615
Property, plant and equipment, net ( 53,199 ) ( 10,795 ) ( 12,374 )
Tax on unremitted earnings ( 29,995 ) ( 23,735 ) —
Right of use asset ( 14,015 ) ( 11,682 ) ( 7,735 )
Total gross deferred tax liabilities ( 97,209 ) ( 46,212 ) ( 20,109 )
Net deferred tax assets/(liabilities) ( 53,209 ) ( 42,007 ) ( 16,494 )
Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, the Company believes that as of December 31, 2025, it is more likely than not that certain deferred tax assets will not be realized for the Company’s subsidiaries in Australia, Switzerland, the U.S. and certain subsidiaries in China. For the years ended December 31, 2025 and 2024, there was an increase in the valuation allowance of $ 158,816 and $ 157,286 , respectively. Adjustments could be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.
During 2025, the Company reevaluated its indefinite reinvestment assertions and concluded that a portion of earnings from certain subsidiaries, primarily in the U.S., Canada, Argentina and Israel, are no longer indefinitely reinvested. Accordingly, the Company recognized a deferred tax liability of $ 29,995 , representing the estimated withholding taxes that would be incurred upon the future distribution of these earnings. The Company continues to assert that earnings in its other jurisdictions remain indefinitely reinvested. The Company has not recorded a deferred tax liability for these jurisdictions because the determination of the amount of the associated unrecognized deferred tax liability is not practicable, as it depends on the timing, manner, and tax consequences of potential future distributions, all of which remain uncertain.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
The valuation allowances for the years ended December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Beginning balance, as of January 1 3,403,505 2,771,470 1,943,775
Additions/(subtractions) charged to income tax provision 158,816 157,286 845,811
Additions/(subtractions) charged to equity 50,721 497,823 —
Currency translation and other 34,975 ( 23,074 ) ( 18,116 )
Ending balance, as of December 31 3,648,017 3,403,505 2,771,470
As of December 31, 2025 and 2024, the Company had net operating losses of approximately $ 7,598,546 and $ 6,720,659 , respectively. As of December 31, 2025, net operating losses were primarily comprised of: $ 2,239,157 from entities in the PRC which expire in years 2026 through 2035; and $ 5,359,251 derived from Switzerland which expires in years 2026 through 2032. The Company has approximately $ 50,843 of U.S. research tax credits which will expire between 2037 and 2045 and approximately $ 704,928 of Switzerland tax relief credits which will expire in 2028, if not utilized.
The gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
Beginning balance, as of January 1 17,239 14,264 11,555
Additions based on tax positions related to prior tax years 5,957 — —
Reductions based on tax positions related to prior tax years — — —
Additions based on tax positions related to the current tax year 4,639 2,975 2,709
Reductions based on lapse of statute of limitations — — —
Ending balance, as of December 31 27,835 17,239 14,264
Current and prior year additions include assessment of U.S. federal and state tax credits and incentives and intercompany positions taken in China. As of December 31, 2025, the Company had $ 27,835 of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months.
The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. For the years ended December 31, 2025, the Company’s accrued interest and penalties were $ 2,676 related to positions taken in the U.S. and $ 3,264 related to positions taken in China. For the years ended December 31, 2024 and 2023, the Company’s accrued interest and penalties, where applicable, related to uncertain tax positions were not material.
The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally. As of December 31, 2025, Australia tax matters are open to examination for the years 2014 through 2025, China tax matters are open to examination for the years 2015 through 2025, Switzerland tax matters are open to examination for the years 2021 through 2025, and U.S. federal tax matters are open to examination for years 2016 through 2025. Other U.S. states and non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2015 through 2025. Various U.S., foreign and state income tax returns are currently under examination by taxing authorities, with potential income tax liabilities estimated and updated in light of available facts and circumstances. Due to the uncertain and complex application of income tax regulations globally, it is possible that the ultimate resolution of audits may result in liabilities that could be materially different from original estimates. In such an event, the Company will record additional income tax expense or income tax benefit in the period in which such resolution occurs.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
The following table summarizes income taxes paid, net of refunds received, for the year ended December 31, 2025, as required by ASU 2023-09:
Year Ended December 31,
2025
$
U.S. federal 40,500
U.S. state and local
Kentucky 6,065
Other 3,831
Foreign
China 15,472
Australia 14,575
Italy 5,691
Other 14,547
Total income taxes paid 100,681
The following table presents income taxes paid for the years ended December 31, 2024 and 2023:
Year Ended December 31,
2024 2023
$ $
Income taxes paid 69,430 56,003
The Company qualifies for the Technology Advanced Service Enterprises and High and New Technology Enterprise status for certain subsidiaries in China, which began to expire at the end of 2025. The income tax benefits attributable to this status for the year ended December 31, 2025 is approximately $ 5,953 , or less than $ 0.01 per share outstanding.
11. Supplemental Balance Sheet Information
Inventories, net consisted of the following:
As of December 31,
2025 2024
$ $
Raw materials 236,190 170,584
Work in process 122,681 60,118
Finished goods 249,356 264,284
Total inventories, net 608,227 494,986
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Prepaid expenses and other current assets consist of the following:
As of December 31,
2025 2024
$ $
Prepaid research and development costs 52,594 64,277
Short-term restricted cash 41,284 9,312
Prepaid taxes 42,232 23,792
Other receivables 21,781 32,828
Prepaid general and administrative expenses 22,209 21,253
Prepaid insurance 9,759 6,242
Prepaid manufacturing cost 3,935 19,333
Other current assets 18,958 15,882
Total 212,752 192,919
Other non-current assets consist of the following:
As of December 31,
2025 2024
$ $
Long-term investments 61,678 128,933
Long-term restricted cash 20,833 2,025
Rental deposits and other 10,470 8,481
Prepayment of property and equipment 4,964 5,927
Prepaid VAT 3,504 2,875
Prepaid supply cost 969 12,249
Total 102,418 160,490
Accrued expenses and other payables consisted of the following:
As of December 31,
2025 2024
$ $
Compensation related 305,055 248,348
Sales rebates and returns related 398,533 235,600
External research and development activities related 156,525 154,269
Commercial activities 118,449 77,530
Accrued general and administrative expenses 36,635 31,106
Individual income tax and other taxes 60,359 34,904
Other 33,564 21,956
Total 1,109,120 803,713
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Other long-term liabilities consist of the following:
As of December 31,
2025 2024
$ $
Deferred government grant income 28,979 30,324
Pension liability 18,170 16,405
Asset retirement obligation 3,565 3,794
Other 29,531 16,212
Total 80,245 66,735
12. Debt
Facilities Agreement
In November 2025, BeOne Medicines Ltd. entered into the Facilities Agreement (the “Facilities Agreement”), by and among certain subsidiaries of the Company, as guarantors, the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders. The Facilities Agreement provides for a $ 140,000 U.S. dollar-denominated, 2-year , B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $ 560,000 U.S. dollar-denominated, 2-year , B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2,150,000 Renminbi-denominated, 3-year , A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”). Subsequently, the Company consummated the refinancing of its short-term working capital loans of $ 768,375 in aggregate through the proceeds from the B2 Term Loan Facility and A Loan Facility.
The following table presents outstanding borrowings under the Facilities Agreement:
As of December 31,
2025
$
A Loan Facility 12,298
Less: unamortized debt issuance costs ( 3,235 )
Total short-term debt 9,063
A Loan Facility 295,152
B2 Term Loan Facility 560,000
Less: unamortized debt issuance costs ( 18,783 )
Total long-term debt 836,369
The A Loan Facility requires repayment of 4 % of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10 % of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended. The Company may voluntarily prepay borrowings, in whole or in part, under the Facilities Agreement without premium or penalty. The Facilities Agreement also contains certain customary mandatory prepayment provisions in the event that the Company undergoes a change of control and in relation to disposal and insurance proceeds.
The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65 % per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40 % per annum. In addition to paying interest on the outstanding principal, the Company is also required to pay a commitment fee of 0.85 % on the undrawn and uncancelled amounts under the Loan Facilities.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
As of December 31, 2025, the B1 Revolving Loan Facility was available for borrowing. Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.65 % and 6.10 %, respectively, as of December 31, 2025.
The Loan Facilities are guaranteed by BeOne Medicines UK, Ltd., BeOne Medicines US Holdings, LLC, BeOne Medicines I GmbH, BeOne Medicines (Hong Kong) Co., Limited, BeOne Medicines Aus Pty Ltd, BG NC, Ltd., BG NC, Ltd., BeOne Medicines Hopewell Urban Renewal, LLC, BeOne Medicines US Manufacturing Co., Inc., BeOne Medicines Treasury Ltd., and BeOne Medicines USA, Inc. (collectively, “Guarantors”). Except as otherwise provided by applicable law, all obligations under the Loan Facilities are unconditionally guaranteed jointly and severally by the Guarantors.
Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC (as security agent on behalf of the secured parties) by: (a) a security interest in the equity interests of a member of the Company and its subsidiaries and (b) security interests in, and mortgage on, the Company’s manufacturing and clinical R&D facility in New Jersey.
The Facilities Agreement contains various customary representations, warranties and covenants applicable to the Company and its subsidiaries. In addition, the Facilities Agreement contains financial covenants, including covenants requiring the maintenance of: (i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00; (ii) a net leverage ratio of not greater than 2.50 to 1.00; (iii) a minimum total consolidated shareholders’ equity of not less than $ 2.7 billion; (iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $ 500.0 million; (v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $ 2.0 billion; and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $ 500.0 million. The Company was compliant with the required covenants as of December 31, 2025.
In connection with the execution of the Facilities Agreement, the Company capitalized $ 23,392 of debt issuance costs. The Company allocated these costs among the Loan Facilities based on the maximum borrowing capacity and amortizes the costs using the effective interest method for the A Loan Facility and B2 Term Loan Facility and on a straight-line basis for the B1 Revolving Loan Facility. Non-cash interest expense related to the amortization of the debt issuance costs for the year ended December 31, 2025 was $ 692 .
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Other Bank Loans
The following table summarizes the Company’s short-term working capital loans and project loans of December 31, 2025 and 2024:
Lender Borrower Term Maturity Date Note As of December 31,
2025 2024
$ $
China Construction Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
June 11, 2027 1 21,450 16,440
China Merchants Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
January 20, 2029 2 8,989 8,611
China Merchants Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
November 8, 2029 3 8,497 8,148
China CITIC Bank BeOne Pharmaceutical (Suzhou) Co., Ltd. 10 -year
July 28, 2032 4 9,294 1,384
China Merchants Bank BeOne Medicines Ltd. 1 -year
January 21, 2026 5 — 380,000
China Minsheng Bank BeOne Medicines Ltd. 1 -year
December 16, 2025 6 — 150,000
China Industrial Bank BeOne Medicines USA, Inc. 364 -days
June 28, 2026 7 — —
China Industrial Bank BeOne Medicines Ltd. 364 -days
March 27, 2025 8 — 92,475
China Merchants Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 1 -year
June 5, 2025 9 — 54,800
HSBC Bank BeOne Medicines Ltd. 1 -year
June 17, 2026 10 — 46,580
Shanghai Pudong Development Bank BeOne Medicines Ltd. 1 -year
November 24, 2025 11 — 93,091
Total short-term debt 48,230 851,529
China Construction Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
June 11, 2027 1 21,450 41,100
China Merchants Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
January 20, 2029 2 20,224 27,987
China Merchants Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd. 9 -year
November 8, 2029 3 25,970 33,020
China CITIC Bank BeOne Pharmaceutical (Suzhou) Co., Ltd. 10 -year
July 28, 2032 4 57,900 64,377
Total long-term debt 125,544 166,484
1. The credit facility offers a borrowing capacity of RMB 580,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.8 % as of December 31, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $ 17,225 (or RMB 120,000 ) during the year ended December 31, 2025. The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.
2. The credit facility offers a borrowing capacity of RMB 350,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.4 % as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $ 8,726 (RMB 62,857 ) during the year ended December 31, 2025. The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.
3. The credit facility offers a borrowing capacity of RMB 378,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.2 % as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $ 8,287 (RMB 59,475 ) during the year ended December 31, 2025. The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.
4. The credit facility offers a borrowing capacity of RMB 480,000 , denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3 % as of December 31, 2025 . The outstanding principal balance is payable in semi-annual installments. The Company repaid $ 1,442 (RMB 10,100 ) during the year ended December 31, 2025. The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.
5. The working capital loan facility offers a borrowing capacity of up to $ 380,000 , denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
6. The working capital loan facility offers a borrowing capacity of up to $ 150,000 , denominated in USD. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
7. The working capital loan facility offered a borrowing capacity of up to RMB 675,000 , denominated in RMB. The Company drew down the facility in the second quarter of 2025 and repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
8. The working capital loan facility offered a borrowing capacity of up to RMB 675,000 , denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.
9. The working capital loan facility offers a borrowing capacity of up to RMB 400,000 , denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.
10. The working capital loan facility offers a borrowing capacity of up to RMB 340,000 , denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
11. The working capital loan facility offers a borrowing capacity of up to RMB 700,000 , denominated in RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
The Company has numerous financial and non-financial covenants on its debt obligations with the lenders above. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. As of December 31, 2025, the Company was in compliance with all covenants of its material debt agreements.
Contractual Maturities of Debt Obligations
The aggregate contractual maturities of all borrowings due subsequent to December 31, 2025 are as follows:
Maturity dates Amounts
$
Year ending December 31, 2026 60,528
Year ending December 31, 2027 632,825
Year ending December 31, 2028 297,337
Year ending December 31, 2029 20,518
Year ending December 31, 2030 9,295
Thereafter 20,721
Total 1,041,224
Interest Expense
Interest on bank loans is paid quarterly until the respective loans are fully settled. Excluding the amortization of debt issuance costs, interest expense on bank loans for the years ended December 31, 2025, 2024 and 2023 amounted to $ 49,950 , $ 46,894 and $ 20,800 , respectively, among which, $ 12,443 , $ 32,158 and $ 16,571 was capitalized, respectively. Interest paid for the years ended December 31, 2025, 2024 and 2023, net of amounts capitalized, amounted to $ 34,428 , $ 19,723 and $ 3,484 , respectively.
13. Product Revenue
The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA and TEVIMBRA in the U.S., China, and other regions; XGEVA ® , BLINCYTO ® and KYPROLIS ® in China under a license from Amgen; REVLIMID ® and VIDAZA ® in China under a license from BMS; and POBEVCY ® in China under a license from Bio-Thera.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
The table below presents the Company’s net product sales for the years ended December 31, 2025, 2024 and 2023.
Year Ended December 31,
2025 2024 2023
$ $ $
Product revenue - gross 6,730,957 4,786,744 2,718,969
Less: Rebates and sales returns ( 1,448,896 ) ( 1,007,198 ) ( 529,117 )
Product revenue - net 5,282,061 3,779,546 2,189,852
The following table disaggregates net product revenue by product for the years ended December 31, 2025, 2024 and 2023.
Year Ended December 31,
2025 2024 2023
$ $ $
BRUKINSA ®
3,928,489 2,644,226 1,290,396
TEVIMBRA ®
737,304 620,836 536,620
XGEVA ®
305,979 224,403 92,828
BLINCYTO ®
104,224 74,331 54,342
KYPROLIS ®
74,974 66,171 39,799
POBEVCY ®
47,400 53,509 56,547
Other 83,691 96,070 119,320
Total product revenue - net 5,282,061 3,779,546 2,189,852
The following table presents the roll-forward of accrued sales chargebacks, rebates, returns and other deductions for the years ended December 31, 2025 and 2024.
Rebates, Returns and Other Deductions Contra AR Accruals Total
$ $
Balance at December 31, 2023 139,936 30,435 170,371
Amounts charged against product revenue 491,756 515,442 1,007,198
Payments and credits ( 396,092 ) ( 495,178 ) ( 891,270 )
Balance at December 31, 2024 235,600 50,699 286,299
Amounts charged against product revenue 657,138 791,758 1,448,896
Payments and credits ( 494,205 ) ( 763,331 ) ( 1,257,536 )
Balance at December 31, 2025 398,533 79,126 477,659
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
14. Earnings (Loss) Per Share/ADS
The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS:
Year Ended December 31,
2025 2024 2023
$ $ $
Numerator:
Net income (loss) 286,933 ( 644,786 ) ( 881,708 )
Denominator:
Weighted-average shares outstanding—basic 1,417,803,727 1,368,746,793 1,357,034,547
Dilutive common shares equivalents 57,026,181 — —
Weighted-average shares outstanding—diluted 1,474,829,908 1,368,746,793 1,357,034,547
Antidilutive common share equivalents excluded from above 1,089,967 — —
Earnings (loss) per share:
Basic 0.20 ( 0.47 ) ( 0.65 )
Diluted 0.19 ( 0.47 ) ( 0.65 )
Earnings (loss) per ADS:
Basic 2.63 ( 6.12 ) ( 8.45 )
Diluted 2.53 ( 6.12 ) ( 8.45 )
For the year ended December 31, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.
For the years ended December 31, 2024 and 2023, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.
Each ADS represents 13 ordinary shares. Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
15. Share-Based Compensation
2016 Share Option and Incentive Plan
In January 2016, in connection with its U.S. IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective in February 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that were cancelled or forfeited without issuance of ordinary shares. As of December 31, 2025, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,167,238 . The 2016 Plan provided for an annual increase in the shares available for issuance, to be added on the first day of each fiscal year, beginning on January 1, 2017, equal to the lesser of (i) five percent ( 5 %)% of the outstanding shares of the Company’s ordinary shares on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Company’s board of directors or the compensation committee. On January 1, 2018, 29,603,616 ordinary shares were added to the 2016 Plan under this provision. However, in August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated 2016 Plan to remove this “evergreen” provision and implement other changes required by the Hong Kong Stock Exchange (“HKEx”) rules. In December 2018, the shareholders of the Company approved a second amended and restated 2016 Plan to increase the number of shares authorized for issuance by 38,553,159 ordinary shares, as well as amend the cap on annual compensation to independent directors and make other changes. In June 2020, the shareholders approved an Amendment No. 1 to the 2016 Plan to increase the number of shares authorized for issuance by 57,200,000 ordinary shares and to extend the term of the plan through April 13, 2030. The number of shares available for issuance under the 2016 Plan is subject to adjustment in the event of a share split, share dividend or other change in the Company’s capitalization.
As of December 31, 2025, share-based awards to acquire 60,641,671 ordinary shares were available for future grant under the 2016 Plan.
In order to continue to provide incentive opportunities under the 2016 Plan, the Board of Directors and shareholders of the Company approved an amendment to the 2016 Plan (the “Amendment No. 2”), which became effective as of June 22, 2022, to increase the number of authorized shares available for issuance under the 2016 Plan by 66,300,000 ordinary shares, or 5 %, of the Company’s outstanding shares as of March 31, 2022. In June 2024, the shareholders approved a third amended and restated 2016 Plan to increase the number of shares authorized for issuance by 92,820,000 .
2018 Inducement Equity Plan
In June 2018, the board of directors of the Company approved the 2018 Inducement Equity Plan (the “2018 Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals who were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries, within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2018 Plan was approved by the board of directors upon recommendation of the compensation committee, without shareholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2018 Plan, and the forms of award agreements to be used thereunder, are substantially similar to the 2016 Plan and the forms of award agreements thereunder. In August 2018, in connection with the listing of the Company’s ordinary shares on the HKEx, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the HKEx rules.
Upon the effectiveness of Amendment No. 2 to the 2016 Plan, on June 22, 2022, the 2018 Plan was terminated to the effect that no new equity awards shall be granted under the plan but the outstanding equity awards under the plan shall continue to vest and/or be exercisable in accordance with their terms.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
2018 Employee Share Purchase Plan
In June 2018, the shareholders of the Company approved the 2018 ESPP. Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implement other changes required by the HKEx rules. In December 2018, the shareholders of the Company approved a second amended and restated ESPP to increase the number of shares authorized for issuance by 3,855,315 ordinary shares to 7,355,315 ordinary shares. In June 2024, the shareholders of the Company approved a fourth amended and restated ESPP to increase the number of shares authorized for issuance by 5,070,000 ordinary shares to 12,425,315 ordinary shares. The ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months , at a 15 % discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10 % of their eligible earnings, subject to applicable limitations.
The following tables summarizes the shares issued under the ESPP:
Number of Ordinary Shares Issued Market Price 1
Purchase Price 2
Issuance Date ADS Ordinary ADS Ordinary Proceeds
August 31, 2025 818,506 $ 245.53 $ 18.89 $ 208.70 $ 16.05 $ 13,140
February 28, 2025 955,396 $ 188.26 $ 14.48 $ 160.02 $ 12.31 $ 11,760
August 31, 2024 1,035,996 $ 165.20 $ 12.69 $ 140.27 $ 10.78 $ 11,178
February 29, 2024 1,021,397 $ 165.65 $ 12.74 $ 140.80 $ 10.83 $ 11,063
August 31, 2023 794,144 $ 207.55 $ 15.97 $ 176.42 $ 13.57 $ 10,777
February 28, 2023 930,582 $ 171.10 $ 13.16 $ 145.44 $ 11.19 $ 10,414
1 The market price is the lower of the closing price on Nasdaq on the issuance date or the offering date, in accordance with the terms of the ESPP.
2 The purchase price is the price which was discounted from the applicable market price, in accordance with the terms of the ESPP.
As of December 31, 2025, 3,179,780 ordinary shares were available for future issuance under the ESPP.
Share options
Generally, share options have a contractual term of 10 years and vest over a three - to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares and restricted share units generally vest over a four-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter, or sometimes vest upon the achievement of pre-specified performance conditions.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
The following table summarizes the Company’s share option activities during the year ended December 31, 2025 under the 2011, 2016 and 2018 Plans:
Number of
Options Weighted
Average
Exercise
Price Weighted
Average
Grant
Date Fair
Value Weighted
Average
Remaining
Contractual
Term Aggregate
Intrinsic Value
$ $ Years $
Outstanding at December 31, 2024 77,982,656 9.70
Granted 2,527,499 19.80 10.44
Exercised ( 30,065,802 ) 5.61 448,698
Forfeited ( 2,211,642 ) 16.61
Outstanding at December 31, 2025 48,232,711 12.46 5.03 537,801
Exercisable as of December 31, 2025 37,198,441 11.67 4.09 446,954
Vested and expected to vest at December 31, 2025 46,467,228 12.36 4.91 523,265
As of December 31, 2025, the unrecognized compensation cost related to 9,268,787 unvested share options expected to vest was $ 63,875 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.4 years.
The total fair value of employee share option awards vested during the years ended December 31, 2025, 2024 and 2023 was $ 55,954 , $ 68,420 and $ 61,121 , respectively.
Fair value of options
The Company uses the binomial option-pricing model in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company’s own share price is used in conjunction with historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management’s estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant.
The following table presents the range of fair values and the assumptions used to estimate those fair values of the share options granted in the years presented:
Year Ended December 31,
2025 2024 2023
Fair value of ordinary share $ 8.79 ~ $ 10.76
$ 5.72 ~ $ 9.19
$ 7.26 ~ $ 10.72
Risk-free interest rate 4.2 % ~ 4.6 %
3.8 % ~ 4.6 %
3.4 % ~ 4.6 %
Expected exercise multiple 2.8
2.8
2.8
Expected volatility 56 % ~ 57 %
57 % ~ 58 %
58 % ~ 60 %
Expected dividend yield 0 % 0 % 0 %
Contractual life 10 years 10 years 10 years
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Restricted share units
The following table summarizes the Company’s restricted share unit activities during the year ended December 31, 2025 under the 2016 and 2018 Plans:
Numbers
of Shares Weighted-Average
Grant Date Fair Value
$
Outstanding at December 31, 2024 83,654,116 13.70
Granted 29,086,395 20.34
Vested ( 26,921,973 ) 14.43
Forfeited ( 8,737,846 ) 14.72
Outstanding at December 31, 2025 77,080,692 15.84
Expected to vest at December 31, 2025 64,747,781 15.84
As of December 31, 2025, the unrecognized compensation cost related to unvested restricted share units expected to vest was $ 899,790 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years.
Performance share units
The following table summarizes the Company’s performance share unit activities during the year ended December 31, 2025 under the 2016 Plan:
Numbers
of Shares Weighted-Average
Grant Date Fair Value
$
Outstanding at December 31, 2024 2,176,551 12.37
Granted 1,876,056 20.38
Performance adjustments 1
151,567 12.34
Forfeited ( 269,542 ) 13.09
Outstanding at December 31, 2025 3,934,632 16.14
Expected to vest at December 31, 2025 3,305,091 16.14
1. The amount shown represents performance adjustments related primarily to the performance-based awards granted during the year ended December 31, 2024.
As of December 31, 2025, the unrecognized compensation cost related to unvested performance share units expected to vest was $ 38,878 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 1.9 years.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Share-based compensation expense
The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
$ $ $
Research and development 217,440 186,113 163,550
Selling, general and administrative 292,807 255,680 204,038
Total 510,247 441,793 367,588
16. Accumulated Other Comprehensive Loss
The movement of accumulated other comprehensive (loss) income was as follows:
Foreign Currency
Translation
Adjustments Other Adjustments Total
$ $ $
December 31, 2023 ( 87,987 ) ( 11,459 ) ( 99,446 )
Other comprehensive loss before reclassifications ( 47,565 ) ( 2,788 ) ( 50,353 )
Amounts reclassified from accumulated other comprehensive loss 1
— 811 811
Net-current period other comprehensive loss ( 47,565 ) ( 1,977 ) ( 49,542 )
December 31, 2024 ( 135,552 ) ( 13,436 ) ( 148,988 )
Other comprehensive income before reclassifications 69,300 591 69,891
Amounts reclassified from accumulated other comprehensive loss 1
— 913 913
Net-current period other comprehensive income 69,300 1,504 70,804
December 31, 2025 ( 66,252 ) ( 11,932 ) ( 78,184 )
1 The amounts reclassified from accumulated other comprehensive (loss) income were included in other (expense) income, net in the consolidated statements of operations.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
17. Shareholders’ Equity
During the three years ended December 31, 2025, the Company completed the following equity transactions:
BMS Settlement
On August 1, 2023, the Company entered into a Settlement and Termination Agreement (the “Settlement Agreement”) with BMS-Celgene and certain of its affiliates relating to the termination of the parties’ ongoing contractual relationships, the previously-disclosed ongoing arbitration proceeding concerning ABRAXANE ® (the “Arbitration”), the License and Supply Agreement (“LSA”), the Amended and Restated Quality Agreement (the “QA”), and the Share Subscription Agreement (the “SSA”), entered into by the parties in 2017 and 2018. Pursuant to the Settlement Agreement, the parties agreed to mutually dismiss the Arbitration and BMS-Celgene and its affiliates agreed to transfer 23,273,108 ordinary shares of the Company originally purchased in 2017, in each case subject to and in accordance with the terms and conditions of the Settlement Agreement. In consideration for the shares being returned, the Company agreed to drop its claims pursuant to the Settlement Agreement. Furthermore, the parties agreed to terminate the LSA and QA on December 31, 2023, subject to the Company’s right to continue selling all inventory of REVLIMID and VIDAZA until sold out or February 2025, whichever is earlier. The Settlement Agreement provides for a settlement and release by each party of claims arising from or relating to the Arbitration, the LSA, the QA and the SSA, as well as other disputes and potential disputes between the parties, in each case subject to and in accordance with the terms and conditions of the Agreement. The receipt of the shares occurred on August 15, 2023. The Company recorded a noncash gain upon receipt of $ 362,917 , which represents the fair value on the day the shares were received. The gain was recorded within other (expense) income, net in the consolidated statements of operations. The shares were constructively retired during the year ended December 31, 2023. The Company recorded the amount of the cancelled shares in excess of par to additional paid-in capital.
18. Restricted Net Assets
The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.
In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10 % of its annual after-tax profit until such reserve has reached 50 % of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above-mentioned restrictions on distributable profits.
During the years ended December 31, 2025, 2024 and 2023, no appropriation to statutory reserves was made, because the PRC subsidiaries had an accumulated deficit as of the end of such periods.
As a result of these PRC laws and regulations, including the requirement to make annual appropriations of at least 10 % of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company.
Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans, and advances. As of December 31, 2025 and 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 2,012,019 and $ 1,709,961 , respectively.
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
19. Employee Benefit Plans
Defined Contribution Plans
Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the PRC government for these benefits based on certain percentage of employees’ salaries. The Company has no legal obligation for such benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $ 107,246 , $ 101,779 and $ 94,358 for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company maintains a defined contribution 401(k) savings plan (the “401(k) Plan”) for U.S. employees. The 401(k) Plan covers all U.S. employees and allows participants to defer a portion of their annual compensation on a pre-tax, Roth or non-Roth after-tax basis. In addition, the Company has a matching contribution to the 401(k) Plan, matched dollar for dollar of eligible contributions up to 6 % in the 2025 plan year. Company contributions to the 401(k) Plan totaled $ 24,494 , $ 20,839 and $ 15,316 in the years ended December 31, 2025, 2024 and 2023, respectively.
The Company maintains a government mandated program to cover its employees in Switzerland for pension, death, and disability. The program is considered a defined contribution plan under U.S. GAAP. Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors. Company contributions into the program amounted to $ 4,562 , $ 3,825 , and $ 2,710 in the years ended December 31, 2025, 2024 and 2023, respectively.
Company contributions into defined contribution plans for the remaining subsidiaries were immaterial.
Defined Benefit Plan
The Company maintains a defined benefit pension plan covering its employees in Switzerland (the “Swiss Pension Plan”). The Swiss Pension Plan is a government mandated fund that provides benefits to employees upon retirement, death, or disability. Contributions are made based on various percentages of participants’ salaries and wages determined based on participants’ age and other factors. As of December 31, 2025 and 2024, the projected benefit obligations under the Swiss Pension Plan were approximately $ 105,538 and $ 80,199 , respectively, and the Swiss Pension Plan assets were approximately $ 87,368 and $ 63,794 , respectively. The funded status of the Swiss Pension Plan is included in other long-term liabilities in the accompanying consolidated balance sheets.
The Company’s annual contribution to the Swiss Pension Plan is estimated to be approximately $ 4,540 in 2026 and is expected to evolve thereafter proportionally with changes in staffing and compensation levels, actuarial assumptions and actual investment returns on plan assets.
The following table reflects the total expected benefit payments to Swiss Pension Plan participants in the upcoming 10 years and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2025:
Amounts
$
Year ending December 31, 2026 5,766
Year ending December 31, 2027 5,622
Year ending December 31, 2028 5,581
Year ending December 31, 2029 5,734
Year ending December 31, 2030 5,876
Thereafter 29,271
Total 57,850
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BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
20. Commitments and Contingencies
Purchase Commitments
As of December 31, 2025, the Company had purchase commitments amounting to $ 205,175 , of which $ 24,921 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 180,254 related to binding purchase order obligations of inventory from Amgen. The Company does not have any minimum purchase requirements for inventory from Amgen.
Capital Commitments
The Company had capital commitments amounting to $ 46,431 for the acquisition of property, plant and equipment as of December 31, 2025 related to various facilities across the globe.
Co-Development Funding Commitment
Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global clinical development costs for the Amgen oncology pipeline assets up to a total cap of $ 1,250,000 . The Company is funding its portion of the co-development costs by contributing cash and/or development services. As of December 31, 2025, the Company’s remaining co-development funding commitment was $ 130,393 .
Funding Commitment
The Company had committed capital related to equity investments in the amount of $ 15,891 . As of December 31, 2025, the remaining capital commitment was $ 5,241 and is expected to be paid from time to time over the investment period.
Other Business Agreements
The Company enters into agreements in the ordinary course of business with contract research organizations (“CROs”) to provide research and development services. These contracts are generally cancellable at any time by the Company with prior written notice.
The Company also enters into collaboration agreements with institutions and companies to license intellectual property. The Company may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with its collaboration agreements. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. These commitments are not recorded on the consolidated balance sheet because the achievement and timing of these milestones are not fixed and determinable. When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements.
21. Segment and Geographic Information
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates in one segment: pharmaceutical products. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.
The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net income (loss). Significant segment expenses reviewed by the CODM on a regular basis included within net income (loss) include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s consolidated statements of operations. Other segment items within net income (loss) include interest income, interest expense, other (expense) income, net and income tax expense.
The Company’s long-lived assets are primarily located in the U.S. and China.
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Table of Contents
BEONE MEDICINES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),
except for number of shares and per share data)
Net product revenues by geographic area are based upon the location of the customer, and net other revenue is recorded in the jurisdiction in which the related income is expected to be sourced from. Total net revenues by geographic area are presented as follows:
Year Ended December 31,
2025 2024 2023
$ $ $
U.S. - total revenue 2,880,324 1,957,498 1,128,219
Product revenue 2,841,246 1,950,530 945,551
Other revenue 39,078 6,968 182,668
China- total revenue 1,679,531 1,411,307 1,101,951
Product revenue 1,659,363 1,390,699 1,093,091
Other revenue 20,168 20,608 8,860
Europe- total revenue 611,369 362,626 202,014
Product revenue 609,643 359,507 122,228
Other revenue 1,726 3,119 79,786
Rest of world- total revenue 171,809 78,810 26,595
Product revenue 171,809 78,810 28,982
Other revenue — — ( 2,387 )
Total Revenue 5,343,033 3,810,241 2,458,779
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.