8-KMaterial AgreementsSecurities & ListingRegulation FD+1

BeOne Medicines Ltd. 8-K Report, Material Agreement (Jul 6, 2017)

Filed July 6, 2017For Securities:ONCBEIGF

Summary

Beigene, Ltd. (ONC) announced a significant strategic collaboration with Celgene Corporation on July 5, 2017. This partnership grants Celgene exclusive rights to develop and commercialize BeiGene's investigational anti-PD-1 inhibitor, BGB-A317, in the United States, Europe, Japan, and the rest of the world outside Asia for solid tumor cancers. BeiGene retains rights for hematological cancers globally and solid tumors in China and the rest of Asia. The deal includes an upfront payment of $263 million from Celgene and a $150 million equity investment at a 35% premium. In conjunction with the PD-1 collaboration, BeiGene will acquire Celgene's commercial operations and sales force in China, along with an exclusive license to commercialize Celgene's approved cancer therapies (ABRAXANE®, REVLIMID®, VIDAZA®) and an investigational agent (CC-122) in that territory. This dual-pronged agreement significantly expands BeiGene's global reach and strengthens its position in the Chinese market.

Key Highlights

  • 1Strategic collaboration with Celgene Corporation for the anti-PD-1 inhibitor BGB-A317.
  • 2Celgene gains exclusive rights for BGB-A317 in solid tumors across the US, Europe, Japan, and ROW (ex-Asia).
  • 3BeiGene receives $263 million in upfront payments and a $150 million equity investment from Celgene.
  • 4Potential for up to $980 million in milestone payments and royalties for BeiGene from the BGB-A317 collaboration.
  • 5BeiGene acquires Celgene's commercial operations and sales force in China.
  • 6BeiGene gains exclusive rights to commercialize Celgene's key oncology products (ABRAXANE®, REVLIMID®, VIDAZA®) and CC-122 in China.
  • 7Transactions expected to close in Q3 2017, subject to regulatory approvals and customary closing conditions.

Frequently Asked Questions

BeiGene will receive $263 million in upfront license fees from Celgene and a $150 million equity investment. Additionally, BeiGene is eligible to receive up to $980 million in development, regulatory, and sales milestone payments, along with low-to-mid twenty percentage royalties on future sales of BGB-A317 in the licensed territories.

BeiGene is acquiring Celgene's established commercial operations and sales force in China. Furthermore, BeiGene secures an exclusive license to commercialize Celgene's approved cancer therapies (ABRAXANE®, REVLIMID®, VIDAZA®) and its investigational agent CC-122 within China (excluding Hong Kong, Macau, and Taiwan).

Celgene has exclusive rights to develop and commercialize BGB-A317 for solid tumor cancers in the United States, Europe, Japan, and the rest of the world outside Asia. BeiGene retains exclusive rights for hematological cancers globally, and for solid tumors in China and the rest of Asia (excluding Japan).

The transactions are expected to close in the third quarter of 2017, contingent upon the satisfaction of customary closing conditions, including the expiration or termination of applicable waiting periods under antitrust laws.