BeOne Medicines Ltd. 10-Q

Item 5. Other Information. On May 3, 2023, we entered into Amendment No. 2 (the “Amendment”) to the Registration Right Agreement (the “Registration Rights Agreement”) with 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (collectively, the "Baker Entities"), and Hillhouse BGN Holdings Limited, HHLR Fund, L.P. (formerly known as Gaoling Fund, L.P.) and YHG Investment, L.P. (collectively, the "Hillhouse Entities") (each an “Investor” and collectively, the “Investors”), all of which were existing shareholders. Pursuant to the Amendment, our registration obligations under the Registration Rights Agreement have been extended to December 31, 2026. The registration rights agreement provides that, subject to certain limitations, if at any time and from time to time, the Investors demand that we register our ordinary shares and any other securities held by the Investors at the time any such demand is made on a Registration Statement on Form S-3 for resale under the Securities Act, we would be obligated to effect such registration. Our registration obligations under the registration rights agreement include our obligation to facilitate certain underwritten public offerings of our ordinary shares or ADSs by the Investors in the future. The registration rights agreement also requires us to pay expenses relating to such registrations and indemnify the Investors against certain liabilities. The Baker Entities are affiliated with two of the Company's directors, Michael Goller and Ranjeev Krishana. The Hillhouse Entities are affiliated with one of the Company's directors, Michael Yi. The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company has filed as an exhibit hereto. Item 6. Exhibits. See the Exhibit Index below for a list of the exhibits filed as part of, or incorporated by reference into, this Quarterly Report, which Exhibit Index is incorporated herein by reference. Table of Contents EXHIBIT INDEX Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number 10.1# Second Amendment to Collaboration Agreement dated February 26 , 2023, by and between the Registrant and Amgen Inc. X 10.2† Independent Director Compensation Policy, as amended 8-K (Exhibit 10.1) 3/29/2023 001-37686 10.3 Amendment No. 2 to Registration Rights Agreement, dated May 3, 2023, between the Registrant and the Investors X 31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended X 31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended X 32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 X 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X # Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[*]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential. † Indicates a management contract or any compensatory plan, contract or arrangement. * Furnished herewith. Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BEIGENE, LTD. Date: May 4, 2023 By: /s/ John V. Oyler John V. Oyler Chief Executive Officer and Chairman (Principal Executive Officer) Date: May 4, 2023 By: /s/ Julia Wang Julia Wang Chief Financial Officer (Principal Financial and Accounting Officer)