What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 197 added, 158 removed, 539 unchanged (40% of the section changed)

4 unchanged sentences

Dollars (“$”), except for number of shares and per share data)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Note 2024 2023 2024 2023

11 unchanged sentences

Interest income, net 13,225 15,070 29,385 31,086

Other income, net 1,762 18,303

Other expense, net ( 11,984 ) ( 63,818 ) ( 10,222 ) ( 45,515 )

Loss before income taxes ( 105,920 ) ( 367,463 ) ( 349,346 ) ( 704,402 )

10 unchanged sentences

Dollars (“$”))

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Net loss ( 120,405 ) ( 381,137 ) ( 371,555 ) ( 729,568 )

1 unchanged sentence

Foreign currency translation adjustments ( 9,236 ) ( 86,519 ) ( 41,399 ) ( 73,172 )

Unrealized holding income (loss), net ( 35 ) 5,056

Pension liability adjustments 406 — 406 —

Unrealized holding (loss) income, net — 1,846 ( 35 ) 6,902

Comprehensive loss ( 129,235 ) ( 465,810 ) ( 412,583 ) ( 795,838 )

4 unchanged sentences

Dollars (“$”), except for number of shares and per share data)

March 31, December 31,

June 30, December 31,

Note 2024 2023

2 unchanged sentences

Cash and cash equivalents 2,592,655 3,171,800

Short-term investments 4 — 2,600

Accounts receivable, net 529,449 358,027

29 unchanged sentences

9,500,000,000 shares authorized;

1,359,524,369 and 1,359,513,224 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

1,379,101,901 and 1,359,513,224 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 11,840,197 11,598,688

8 unchanged sentences

Dollars (“$”))

Three Months Ended March 31,

Six Months Ended June 30,

Note 2024 2023

29 unchanged sentences

Proceeds from option exercises and employee share purchase plan 20,355 35,169

Net cash provided by (used in) financing activities 162,293 ( 19,868 )

Other financing activities 3,000 —

Net cash provided by financing activities 185,310 146,212

Effect of foreign exchange rate changes, net ( 28,340 ) ( 50,873 )

29 unchanged sentences

Balance at March 31, 2024 1,359,524,369 136 11,705,069 ( 131,644 ) ( 8,213,200 ) 3,360,361

Issuance of shares reserved for share option exercises 2,418,936 — — — — —

Exercise of options, ESPP and release of RSUs 17,158,596 1 4,491 — — 4,492

Share-based compensation — — 130,637 — — 130,637

Other comprehensive loss — — — ( 8,830 ) — ( 8,830 )

Net loss — — — — ( 120,405 ) ( 120,405 )

Balance at June 30, 2024 1,379,101,901 137 11,840,197 ( 140,474 ) ( 8,333,605 ) 3,366,255

Balance at December 31, 2022 1,356,140,180 135 11,540,979 ( 77,417 ) ( 7,080,342 ) 4,383,355

5 unchanged sentences

Balance at March 31, 2023 1,362,652,101 136 11,644,957 ( 59,014 ) ( 7,428,773 ) 4,157,306

Issuance of shares reserved for share option exercises 220,116 — — — — —

Exercise of options, ESPP and release of RSUs 13,379,119 1 3,691 — — 3,692

Share-based compensation — — 103,371 — — 103,371

Other comprehensive loss — — — ( 84,673 ) — ( 84,673 )

Net loss — — — — ( 381,137 ) ( 381,137 )

Balance at June 30, 2023 1,376,251,336 137 11,752,019 ( 143,687 ) ( 7,809,910 ) 3,798,559

The accompanying notes are an integral part of these condensed consolidated financial statements.

10 unchanged sentences

and PARTRUVIX ® (pamiparib), a selective small molecule inhibitor of PARP1 and PARP2.

The Company has obtained approvals to market BRUKINSA in the United States (“U.S.”), the People’s Republic of China (“China” or the “PRC”), the European Union (“EU”), the United Kingdom (“UK”), Canada, Australia, and additional international markets;

The Company markets BRUKINSA in the United States (“U.S.”), the People’s Republic of China (“China” or the “PRC”), the European Union (“EU”), the United Kingdom (“UK”), Canada, Australia, and additional international markets;

TEVIMBRA (tislelizumab) in the U.S., EU and China;

5 unchanged sentences

The Company is committed to advancing best- and first-in-class clinical candidates internally or with like-minded partners to develop impactful and affordable medicines for patients across the globe.

Recognizing the importance of clinical trial activities in its industry and the challenges associated with outsourcing to third-party contract research organizations (“CROs”), the Company has built its own 3,000 + person internal clinical team and is largely CRO-free.

The Company has built, and is expanding, its internal manufacturing capabilities.

The Company is building a commercial-stage biologics manufacturing and clinical R&D center at the Princeton West Innovation Park in Hopewell, New Jersey (the “Hopewell facility”), in addition to its existing state-of-the-art biologic and small molecule manufacturing facilities in China to support current and potential future demand of its medicines.

The Company also works with high quality contract manufacturing organizations (“CMOs”) to manufacture its internally developed clinical and commercial products.

Since its inception in 2010, the Company has become a fully integrated global organization of over 10,000 employees worldwide, primarily in the United States, China and Europe.

Recognizing the importance of clinical trial activities in its industry and the challenges associated with outsourcing to third-party contract research organizations (“CROs”), the Company has built a fully dedicated 3,000 + person clinical team that is largely CRO free, the majority of which are in the Americas, Europe, Australia, Japan and Korea.

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2024 and 2023, and the related footnote disclosures are unaudited.

The accompanying condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the condensed consolidated statements of shareholders’ equity for the three and six months ended June 30, 2024 and 2023, and the related footnote disclosures are unaudited.

The accompanying unaudited interim condensed financial statements were prepared in accordance with U.S.

3 unchanged sentences

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented.

Results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

Results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

26 unchanged sentences

For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2023.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2024, as compared to the significant accounting policies described in the Annual Report.

There have been no material changes to the Company’s significant accounting policies as of and for the six months ended June 30, 2024, as compared to the significant accounting policies described in the Annual Report.

Fair Value Measurements

8 unchanged sentences

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2024 and December 31, 2023:

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of June 30, 2024 and December 31, 2023:

Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

As of March 31, 2024 (Level 1) (Level 2) (Level 3)

As of June 30, 2024 (Level 1) (Level 2) (Level 3)

Cash equivalents

Money market funds 897,906 — —

Time deposits 42,861 — —

Prepaid expenses and other current assets:

9 unchanged sentences

Time deposits 42,852 — —

Short-term investments (Note 4):

Treasury securities 2,600 — —

Prepaid expenses and other current assets:

Treasury securities 2,600 — —

Convertible debt instrument — — 4,668

4 unchanged sentences

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less.

Short-term investments represent the Company’s investments in available-for-sale debt securities.

The Company’s investments in available-for-sale debt securities include U.S.

Treasury securities.

The Company determines the fair value of cash equivalents and available-for-sale debt securities using a market approach based on quoted prices in active markets.

5 unchanged sentences

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 income, net.

There were no fair value adjustments for the three months ended March 31, 2024.

As of March 31, 2024 and December 31, 2023, 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.

The Company 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, net.

As of June 30, 2024 and December 31, 2023, 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 bank loans approximate their 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.

6 unchanged sentences

Out-Licensing Arrangements

For the three months ended March 31, 2024, the Company’s collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

For the three months ended March 31, 2023, the Company’s collaboration revenue primarily consisted of the recognition of previously deferred revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2024 and 2023:

Three Months Ended

For the three and six months ended June 30, 2024, the Company’s collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

For the three and six months ended June 30, 2023, the Company’s collaboration revenue primarily consisted of the recognition of previously deferred revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

The following table summarizes total collaboration revenue recognized for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Revenue from Collaborators $ $ $ $

4 unchanged sentences

Tislelizumab Collaboration and License

In September 2023, the Company and Novartis agreed to mutually terminate the tislelizumab collaboration and license agreement, effective immediately.

In September 2023, the Company and Novartis agreed to mutually terminate the tislelizumab collaboration and license agreement.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis.

3 unchanged sentences

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.

No collaboration revenue was recognized in connection with the tislelizumab collaboration and license agreement during the three months ended March 31, 2024 due to termination of the agreement in 2023.

The following table summarizes collaboration revenue recognized for the three months ended March 31, 2023:

Three Months Ended

No research and development service collaboration revenue was recognized in connection with the tislelizumab collaboration and license agreement during the three and six months ended June 30, 2024 due to termination of the agreement in 2023.

The following table summarizes revenue recognized related to the sale of tislelizumab clinical supply to Novartis for the three and six months ended June 30, 2024 and research and development service revenue recognized for the three and six months ended June 30, 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Research and development service revenue — 11,770 — 16,796

2,113 1,344 2,113 5,013

Total 2,113 13,114 2,113 21,809

(1) Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.

(1) Represents revenue recognized on final shipment of tislelizumab clinical supply to Novartis in conjunction with the former collaboration.

Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately.

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab.

1 unchanged sentence

The China broad markets agreement remains in place.

The following table summarizes collaboration revenue recognized in connection with the China broad markets agreement for the three months ended March 31, 2024 and the terminated ociperlimab option, collaboration and license agreement for the three months ended March 31, 2023:

Three Months Ended

The following table summarizes collaboration revenue recognized in connection with the China broad markets agreement for the three and six months ended June 30, 2024 and the terminated ociperlimab option, collaboration and license agreement for the three and six months ended June 30, 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Research and development service revenue — 1,792 — 3,583

3 unchanged sentences

In-Licensing Arrangements - Commercial

During the three months ended March 31, 2024 and 2023, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

During the three and six months ended June 30, 2024 and 2023, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

For a detailed description of the arrangement and related rights and obligation, see the Company’s Form 10-K for the year ended December 31, 2023 filed on February 26, 2024.

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three months ended March 31, 2024 and 2023 were as follows:

Three Months Ended

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three and six months ended June 30, 2024 and 2023 were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Research and development expense 22,482 5,457 35,966 23,274

1 unchanged sentence

Total amount due to Amgen for BeiGene’s portion of the development funding 44,385 10,728 71,005 45,943

June 30, 2024

Remaining portion of development funding cap 412,647

As of March 31, 2024 and December 31, 2023, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

March 31, December 31,

As of June 30, 2024 and December 31, 2023, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

June 30, December 31,

Research and development cost share liability, current portion 84,615 68,004

1 unchanged sentence

Total research and development cost share liability 203,627 238,666

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three months ended March 31, 2024 and 2023 as follows:

Three Months Ended

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three and six months ended June 30, 2024 and 2023 as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Cost of sales - product 9,590 4,011 18,159 1,184

3 unchanged sentences

The Company purchases commercial inventory from Amgen to distribute in China.

Inventory purchases amounted to $ 62,226 and $ 19,131 during the three months ended March 31, 2024 and 2023, respectively.

Net amounts payable to Amgen was $ 93,561 and $ 55,474 as of March 31, 2024 and December 31, 2023, respectively.

Inventory purchases amounted to $ 47,653 and $ 109,879 during the three and six months ended June 30, 2024, respectively, and $ 20,146 and $ 39,277 during the three and six months ended June 30, 2023, respectively.

Net amounts payable to Amgen was $ 66,824 and $ 55,474 as of June 30, 2024 and December 31, 2023, respectively.

In-Licensing Arrangements - Development

1 unchanged sentence

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 incurred under these arrangements for the three months ended March 31, 2024 and 2023 are set forth below.

Upfront and milestone payments incurred under these arrangements for the three and six months ended June 30, 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.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Payments due to collaboration partners Classification $ $ $ $

Upfront payments Research and development expense — — 27 —

Development milestone payments Research and development expense 35,000 —

Development milestones incurred Research and development expense 11,500 — 46,500 —

Total 11,500 — 46,527 —

3 unchanged sentences

The Company classifies restricted cash as current or non-current based on the term of the restriction.

Restricted cash as of March 31, 2024 and December 31, 2023 was as follows:

March 31, December 31,

Restricted cash as of June 30, 2024 and December 31, 2023 was as follows:

June 30, December 31,

Short-term restricted cash 23,155 11,473

1 unchanged sentence

Total 25,276 14,184

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from our offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) in strict compliance with the planned uses as disclosed in the PRC prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors.

As of March 31, 2024, the Company had cash remaining related to the STAR Offering proceeds of $ 960,961 .

Short-Term Investments

As of December 31, 2023, the Company’s short-term investments in available-for-sale debt securities consisted of U.S.

Treasury securities in the amount of $ 2,600 .

During the three months ended March 31, 2024, the Company sold the entire investments in U.S.

Treasury securities.

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from its offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) in strict compliance with the planned uses as disclosed in the PRC prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors.

As of June 30, 2024, the Company had cash remaining related to the STAR Offering proceeds of $ 856,722 .

Investments in Equity Securities

The following table summarizes the Company’s investments in equity securities:

March 31, December 31,

June 30, December 31,

Equity securities with readily determinable fair values (1)

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(1) Represents common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc.

The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other income, net.

The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other expense, net.

(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 income, net during the three months ended March 31, 2024.

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other expense, net during the six months ended June 30, 2024.

The Company will account for its investment prospectively as a private equity security without a readily determinable fair value and the divestiture is 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.

The following table summarizes unrealized (losses) gains related to equity securities recorded in other income, net for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table summarizes unrealized (losses) gains related to investments in equity securities recorded in other expense, net for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Equity securities with readily determinable fair values

5 unchanged sentences

The Company’s inventories, net consisted of the following:

March 31, December 31,

June 30, December 31,

Raw materials 143,655 148,772

4 unchanged sentences

Property, plant and equipment, net are recorded at cost and consisted of the following:

March 31, December 31,

June 30, December 31,

Land 65,485 65,485

8 unchanged sentences

Property, plant and equipment, net 1,516,491 1,324,154

The Company is making a significant investment in its future manufacturing and R&D center in the U.S., a 42 -acre site that is being constructed in Hopewell, New Jersey.

As of March 31, 2024, the Company had land and construction in progress of $ 652,369 related to the Hopewell facility.

In March 2024, the Company acquired a land use right and the facility currently being constructed on the land for $ 73,853 in Shanghai, China.

Based on the relative fair values of the land use right and construction in progress, $ 28,887 of the total purchase price was allocated to the land use right and $ 44,966 was allocated to the construction in progress.

As of March 31, 2024, title and risk of loss associated with the acquired properties were being transitioned to the Company.

As such, the purchase price allocated to the land use right was recorded as a long-term prepaid as of March 31, 2024 and will be transferred to operating lease right-of-use asset upon the closing of the transaction.

The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey.

As of June 30, 2024, the Company had land and construction in progress of $ 677,126 related to the Hopewell facility, the majority of which will be put into service in the second half of 2024.

In March 2024, the Company acquired a land use right and the facility currently being constructed on the land for $ 73,373 .

The Company plans to complete the construction of the facility and build a research and development center on the land.

Depreciation expense was $ 24,110 and $ 19,025 for the three months ended March 31, 2024 and 2023, respectively.

Based on the relative fair values of the land use right and construction in progress, $ 28,699 of the total purchase price was allocated to the land use right and $ 44,674 was allocated to the construction in progress.

In May 2024, the Company acquired additional construction in progress in connection with the properties for $ 22,637 .

As of June 30, 2024, title of the land use right was being transitioned to the Company.

As such, the purchase price allocated to the land use right was recorded as a long-term prepaid as of June 30, 2024 and will be transferred to operating lease right-of-use asset upon the closing of the transaction.

Depreciation expense was $ 23,754 and $ 47,864 for the three and six months ended June 30, 2024, respectively, and $ 21,307 and $ 40,332 for the three and six months ended June 30, 2023, respectively.

Intangible Assets

Intangible assets as of March 31, 2024 and December 31, 2023 are summarized as follows:

March 31, 2024 December 31, 2023

Intangible assets as of June 30, 2024 and December 31, 2023 are summarized as follows:

June 30, 2024 December 31, 2023

carrying Accumulated Intangible carrying Accumulated Intangible

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Amortization expense was as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Amortization expense - Cost of sales - product

1,177 840 2,360 1,639

Amortization expense - Operating expense

Total 1,177 1,028 2,360 2,014

Estimated amortization expense for each of the five succeeding years and thereafter, as of March 31, 2024 is as follows:

Estimated amortization expense for each of the five succeeding years and thereafter, as of June 30, 2024 is as follows:

Year Ending December 31, Cost of Sales - Product Operating Expenses Total

7 unchanged sentences

Total 53,044 671 53,715

Income tax expense was $ 7,724 and $ 11,492 for the three months ended March 31, 2024 and 2023, respectively.

The Company is anticipating a lower annual effective tax rate in 2024 due to the forecasted jurisdictional mix of consolidated pre-tax earnings, which is expected to increase in jurisdictions where the Company has tax attributes to offset current tax expense.

The income tax expense for the three months ended March 31, 2024 and 2023 was primarily attributable to current U.S.

tax expense determined after other special tax deductions and research and development tax credits and current China tax expense due to certain non-deductible expenses.

Income tax expense was $ 14,485 and $ 22,209 for the three and six months ended June 30, 2024, respectively, and $ 13,674 and $ 25,166 for the three and six months ended June 30, 2023, respectively.

The income tax expense for the three and six months ended June 30, 2024 and 2023 was primarily attributable to current U.S.

tax expense determined after other special tax deductions and research and development tax credits, current Switzerland tax expense based on year to date earnings, and current China tax expense due to certain non-deductible expenses.

On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance.

1 unchanged sentence

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, as of March 31, 2024, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of March 31, 2024, the Company had gross unrecognized tax benefits of $ 14,924 .

After consideration of all positive and negative evidence, as of June 30, 2024, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of June 30, 2024, the Company had gross unrecognized tax benefits of $ 15,804 .

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months.

The Company’s reserve for uncertain tax positions increased by $ 660 in the three months ended March 31, 2024 primarily due to U.S.

The Company’s reserve for uncertain tax positions increased by $ 880 and $ 1,540 in the three and six months ended June 30, 2024 primarily due to U.S.

federal and state tax credits and incentives.

1 unchanged sentence

Prepaid expenses and other current assets consist of the following:

March 31, December 31,

June 30, December 31,

Prepaid research and development costs 68,234 60,476

7 unchanged sentences

Other non-current assets consist of the following:

March 31, December 31,

June 30, December 31,

Prepayment of property and equipment (1) 34,335 4,144

5 unchanged sentences

Total 199,318 125,362

(1) Includes payment for acquired land use right in Shanghai, China that was being transitioned to the Company as of March 31, 2024 (See Note 6).

(1) Includes payment for acquired land use right in Shanghai, China that was in the process of being transitioned to the Company as of June 30, 2024 (See Note 6).

Accrued expenses and other payables consist of the following:

March 31, December 31,

June 30, December 31,

Compensation related 167,960 217,803

6 unchanged sentences

Other long-term liabilities consist of the following:

March 31, December 31,

June 30, December 31,

Deferred government grant income 32,021 34,204

3 unchanged sentences

Total 51,533 50,810

The following table summarizes the Company’s short-term and long-term debt obligations as of March 31, 2024 and December 31, 2023:

Lender Agreement Date Line of Credit Term Maturity Date Interest Rate As of

March 31, 2024 December 31, 2023

China Construction Bank April 4, 2018 RMB 580,000 9 -year

The following table summarizes the Company’s short-term and long-term debt obligations as of June 30, 2024 and December 31, 2023:

Lender Line of Credit Term Maturity Date Interest Rate As of

June 30, 2024 December 31, 2023

China Construction Bank RMB 580,000 9 -year

April 4, 2027 (1) 15,136 110,000 14,089 100,000

China Merchants Bank January 22, 2020 RMB 350,000 9 -year

China Merchants Bank RMB 350,000 9 -year

January 20, 2029 (2) 8,649 62,857 8,856 62,857

China Merchants Bank November 9, 2020 RMB 378,000 9 -year

China Merchants Bank RMB 378,000 9 -year

November 8, 2029 (3) 6,848 49,765 5,636 40,000

China Merchants Bank July 28, 2023 $ 380,000 1 -year

December 25, 2024 (4) 300,000 2,166,065 300,000 2,129,321

China Minsheng Bank December 20, 2023 $ 150,000 1 -year

China Merchants Bank $ 380,000 1 -year

(4) 380,000 2,761,628 300,000 2,129,321

China Minsheng Bank $ 150,000 1 -year

December 19, 2024 7.3 % 150,000 1,090,116 150,000 1,064,660

China Industrial Bank March 21, 2024 RMB 675,000 364 -day

China Industrial Bank RMB 675,000 364 -day

March 27, 2025 (5) 92,880 675,000 — —

China Merchants Bank June 5, 2023 RMB 400,000 1 -year

China Merchants Bank RMB 400,000 1 -year

June 5, 2025 3.0 % 55,040 400,000 56,356 400,000

HSBC Bank May 4, 2023 RMB 340,000 1 -year

HSBC Bank RMB 340,000 1 -year

May 5, 2025 (6) 46,784 340,000 47,903 340,000

China Industrial Bank May 30, 2023 RMB 200,000 1 -year

China Industrial Bank RMB 200,000 1 -year

May 29, 2024 — — — 28,177 200,000

Shanghai Pudong Development Bank November 14, 2023 RMB 700,000 1 -year

Shanghai Pudong Development Bank RMB 700,000 1 -year

(7) 2.9 % 96,320 700,000 49,312 350,000

1 unchanged sentence

Total short-term debt 851,657 6,189,366 688,366 4,885,838

China Construction Bank April 4, 2018 RMB 580,000 9 -year

China Construction Bank RMB 580,000 9 -year

April 4, 2027 (1) 49,536 360,000 59,174 420,000

China Merchants Bank January 22, 2020 RMB 350,000 9 -year

China Merchants Bank RMB 350,000 9 -year

January 20, 2029 (2) 32,434 235,714 37,638 267,143

China Merchants Bank November 9, 2020 RMB 378,000 9 -year

China Merchants Bank RMB 378,000 9 -year

November 8, 2029 (3) 37,253 270,735 42,337 300,500

China CITIC Bank July 29, 2022 RMB 480,000 10 -year

China CITIC Bank RMB 480,000 10 -year

July 28, 2032 (9) 66,048 480,000 58,469 415,000

1 unchanged sentence

(1) The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 4.5 % as of March 31, 2024.

The loan is secured by BeiGene Guangzhou Factory’s land use right and certain Guangzhou Factory fixed assets in the first phase of the Guangzhou manufacturing facility’s build out.

The Company was in the process of substituting the land use right with the real estate interest in BeiGene Guangzhou Factory as collateral of the loan as of March 31, 2024.

The loan interest rate was 4.2 % as of June 30, 2024.

The loan is secured by BeiGene Guangzhou Factory’s property ownership certificate.

The Company repaid $ 6,886 (RMB 50,000 ) during the six months ended June 30, 2024.

(2) The outstanding borrowings bear floating interest rates benchmarking against prevailing interest rates of certain PRC financial institutions.

The loan interest rate was 4.1 % as of March 31, 2024.

The loan interest rate was 3.7 % as of June 30, 2024.

The loan is secured by Guangzhou Factory’s second land use right and certain fixed assets in the second phase of the Guangzhou manufacturing facility’s build out.

The Company repaid $ 2,189 (RMB 15,714 ) during the three months ended March 31, 2024.

The Company repaid $ 4,362 (RMB 31,429 ) during the six months ended June 30, 2024.

(3) The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.9 % as of March 31, 2024.

The loan interest rate was 3.9 % as of June 30, 2024.

The loan is secured by fixed assets placed into service upon completion of the third phase of the Guangzhou manufacturing facility’s build out.

The Company repaid $ 1,390 (RMB 10,000 ) during the three months ended March 31, 2024.

The Company repaid $ 2,772 (RMB 20,000 ) during the six months ended June 30, 2024.

(4) The outstanding borrowings bear floating interest rates benchmarking the secured overnight financing rate.

The loan interest rate was 7.2 % as of March 31, 2024.

The loan interest rate was 7.2 % as of June 30, 2024.

$ 300,000 of the borrowings matures on December 25, 2024, and $ 80,000 matures on January 27, 2025.

(5) The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 2.6 % as of March 31, 2024.

The loan interest rate was 2.6 % as of June 30, 2024.

(6) The outstanding borrowings bear floating interest rates benchmarking Hong Kong interbank market rate for RMB.

The loan interest rate was 5.2 % as of March 31, 2024.

The loan interest rate was 5.7 % as of June 30, 2024.

(7) $ 48,160 (RMB 350,000 ) of the outstanding borrowings matures on November 21, 2024 and March 19, 2025, respectively.

During the two years ended December 31, 2023, the Company entered into short-term working capital loans with China Industrial Bank and China Merchants Bank to borrow up to RMB 875,000 in aggregate, with maturity dates ranging from December 15, 2022 to May 24, 2024.

The weighted average interest rate for the short-term working capital loans was approximately 3.2 % as of March 31, 2024.

(8) During the two years ended December 31, 2023, the Company entered into short-term working capital loans with China Industrial Bank and China Merchants Bank to borrow up to RMB 875,000 in aggregate.

The Company repaid $ 27,476 (RMB 199,000 ) during the six months ended June 30, 2024.

(9) In July 2022, the Company entered into a 10 -year bank loan agreement with China CITIC Bank to borrow up to RMB 480,000 at a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions.

The Company drew down $ 9,053 (RMB 65,000 ) during the three months ended March 31, 2024.

The weighted average loan interest rate was 3.9 % as of March 31, 2024.

The loan is secured by BeiGene Suzhou Co., Ltd.’s land use right and certain fixed assets that will be placed into service upon completion of the small molecule manufacturing campus in Suzhou, China.

The Company drew down $ 9,053 (RMB 65,000 ) during the six months ended June 30, 2024.

The weighted average loan interest rate was 3.9 % as of June 30, 2024.

The loan is secured by BeiGene Suzhou Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

The Company has numerous financial and non-financial covenants on its debt obligations with various banks and other lenders.

2 unchanged sentences

Any acceleration would be a matter of months but may impact the Company’s ability to refinance debt obligations if an event of default occurs.

As of March 31, 2024, the Company was in compliance with all covenants of its material debt agreements.

As of June 30, 2024, the Company was in compliance with all covenants of its material debt agreements.

Interest Expense

Interest expense recognized for the three months ended March 31, 2024 and 2023 was $ 12,404 and $ 4,574 , respectively, among which, $ 9,209 and $ 344 was capitalized, respectively.

Interest expense recognized for the three and six months ended June 30, 2024 was $ 13,233 and $ 25,637 , respectively, among which, $ 8,312 and $ 17,521 was capitalized, respectively.

Interest expense recognized for the three and six months ended June 30, 2023 was $ 4,891 and $ 9,465 , respectively, among which, $ 428 and $ 772 was capitalized, respectively.

Product Revenue

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA in the U.S., China, and other regions, and tislelizumab in China;

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA in the U.S., Europe, China, and other regions, and tislelizumab in China;

XGEVA ® , BLINCYTO ® and KYPROLIS ® in China under a license from Amgen;

and POBEVCY ® in China under a license from Bio-Thera.

The table below presents the Company’s net product sales for the three months ended March 31, 2024 and 2023.

Three Months Ended

The table below presents the Company’s net product sales for the three and six months ended June 30, 2024 and 2023.

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Product revenue – gross 1,167,155 667,328 2,111,619 1,176,933

1 unchanged sentence

Product revenue – net 921,146 553,745 1,668,064 964,036

The following table disaggregates net product sales by product for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table disaggregates net product sales by product for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

637,399 308,276 1,125,914 519,658

Tislelizumab 158,410 149,464 303,687 264,314

3 unchanged sentences

11,572 13,438 28,205 27,764

9,133 21,847 21,366 45,005

Other 14,511 11,122 26,913 21,611

Total product revenue – net 921,146 553,745 1,668,064 964,036

The following table presents the roll-forward of accrued sales rebates and returns for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table presents the roll-forward of accrued sales rebates and returns for the six months ended June 30, 2024 and 2023:

Six Months Ended

Balance at beginning of the period 139,936 41,817

4 unchanged sentences

The following table reconciles the numerator and denominator in the computations of basic and diluted loss per share:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Net loss ( 120,405 ) ( 381,137 ) ( 371,555 ) ( 729,568 )

1 unchanged sentence

Loss per share ( 0.09 ) ( 0.28 ) ( 0.27 ) ( 0.54 )

For the three months ended March 31, 2024 and 2023, the computation of basic loss per share using the two-class method was not applicable as the Company was in a net loss position, and the effects of all share options, restricted shares, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2024 and 2023, the computation of basic loss per share using the two-class method was not applicable as the Company was in a net loss position, and the effects of all share options, restricted shares, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

Share-Based Compensation Expense

2 unchanged sentences

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 are cancelled or forfeited without issuance of ordinary shares.

In December 2018, the shareholders approved an 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.

In December 2018, the shareholders 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 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.

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.

As of March 31, 2024, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,166,822 .

During the three months ended March 31, 2024, the Company granted options for 180,323 ordinary shares and restricted share units for 2,757,547 ordinary shares under the 2016 Plan.

As of March 31, 2024, options and restricted share units for ordinary shares outstanding under the 2016 Plan totaled 60,637,471 and 65,397,709 , respectively.

As of March 31, 2024, share-based awards to acquire 36,894,454 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 another 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.

In June 2024, the shareholders of the Company approved a third amended and restated 2016 Plan (the “Amended 2016 Plan”) to comply with certain amendments of Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and to increase the number of shares available for issuance thereunder by 92,820,000 ordinary shares.

As of June 30, 2024, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the Amended 2016 Plan totaled 5,166,848 .

During the six months ended June 30, 2024, the Company granted options for 8,394,737 ordinary shares, restricted share units for 42,514,355 ordinary shares, and performance share units for 2,287,402 ordinary shares under the Amended 2016 Plan.

As of June 30, 2024, options, restricted share units, and performance share units for ordinary shares outstanding under the Amended 2016 Plan totaled 67,378,462 , 87,422,244 , and 2,287,402 , respectively.

As of June 30, 2024, share-based awards to acquire 82,059,496 ordinary shares were available for future grant under the Amended 2016 Plan.

2018 Employee Share Purchase Plan

1 unchanged sentence

Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP.

In December 2018, the board of directors of the Company approved an 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 August 2018, in connection with the Company’s listing on the Hong Kong Stock Exchange, the board of directors approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implemented other changes required by the HK Listing 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 2019, the board of directors adopted an amendment to revise the eligibility criteria for enrollment in the plan.

1 unchanged sentence

tax rules and to consolidate the changes in the prior amendment, effective on September 1, 2021.

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.

In June 2024, the shareholders approved a fourth amended and restated ESPP (the “Amended ESPP”) to comply with certain amendments of Chapter 17 of the HK Listing Rules and to increase the number of shares available for sale thereunder by 5,070,000 shares.

The Amended 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.

As of March 31, 2024, 919,678 ordinary shares were available for future issuance under the ESPP.

As of June 30, 2024, 5,989,678 ordinary shares were available for future issuance under the Amended ESPP.

The following tables summarizes the shares issued under the ESPP:

8 unchanged sentences

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table summarizes total share-based compensation expense recognized for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Research and development 55,406 45,948 93,451 79,976

8 unchanged sentences

Other comprehensive (loss) income before reclassifications ( 41,399 ) ( 35 ) — ( 41,434 )

Amounts reclassified from accumulated other comprehensive income (loss) — — 406 406

Net-current period other comprehensive (loss) income ( 41,399 ) ( 35 ) 406 ( 41,028 )

Balance as of March 31, 2024 ( 120,150 ) — ( 11,494 ) ( 131,644 )

Balance as of June 30, 2024 ( 129,386 ) — ( 11,088 ) ( 140,474 )

Shareholders’ Equity

7 unchanged sentences

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 income, net in the consolidated statements of operations.

The gain was recorded within other expense, net in the consolidated statements of operations.

The shares were constructively retired as of December 31, 2023.

10 unchanged sentences

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 March 31, 2024 and December 31, 2023, the net cash of the Company’s PRC subsidiaries amounted to $ 1,660,848 and $ 1,837,790 , respectively .

As of June 30, 2024 and December 31, 2023, the net cash of the Company’s PRC subsidiaries amounted to $ 1,378,872 and $ 1,837,790 , respectively .

Commitments and Contingencies

Purchase Commitments

As of March 31, 2024, the Company had non-cancellable purchase commitments amounting to $ 93,511 , of which $ 35,405 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 58,106 related to binding purchase obligations of inventory from Amgen.

As of June 30, 2024, the Company had non-cancellable purchase commitments amounting to $ 120,366 , of which $ 28,822 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 91,544 related to binding purchase 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 $ 61,577 for the acquisition of property, plant and equipment as of March 31, 2024, which were mainly for the Company’s manufacturing and clinical R&D campus in Hopewell, New Jersey, additional capacity at the Guangzhou and Suzhou manufacturing facilities, and a new building for Beijing Innerway Bio-tech Co., Ltd.

The Company had capital commitments amounting to $ 62,576 for the acquisition of property, plant and equipment as of June 30, 2024, related to various facilities across the globe, including the manufacturing and clinical R&D campus in Hopewell, New Jersey.

Co-Development Funding Commitment

1 unchanged sentence

The Company is funding its portion of the co-development costs by contributing cash and development services.

As of March 31, 2024, the Company’s remaining co-development funding commitment was $ 457,031 .

As of June 30, 2024, the Company’s remaining co-development funding commitment was $ 412,647 .

Funding Commitment

The Company had committed capital related to two equity-method investments in the amount of $ 15,054 .

As of March 31, 2024, the remaining capital commitment was $ 8,905 and is expected to be paid from time to time over the investment period.

As of June 30, 2024, the remaining capital commitment was $ 8,154 and is expected to be paid from time to time over the investment period.

Segment and Geographic Information

5 unchanged sentences

Total revenues by geographic area are presented as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

- total revenue 481,430 252,347 832,886 416,830

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements