Summary
This 8-K filing by BeOne Medicines Ltd. (ONC), now BeiGene, Ltd., announces the closing of a significant strategic collaboration with Celgene Corporation, originally announced on July 5, 2017. The core of this collaboration involves an exclusive license and collaboration agreement (A&R PD-1 License Agreement) for BeiGene's investigational anti-PD-1 inhibitor, BGB-A317, in major global markets outside of Asia. This agreement became effective on August 31, 2017, with Celgene making an upfront payment of $263 million to BeiGene. In addition to the PD-1 inhibitor collaboration, the filing details other concurrent transactions, including BeiGene's acquisition of Celgene's China-based subsidiary, Celgene Pharmaceutical (Shanghai) Co., Ltd. (to be renamed BeiGene Pharmaceutical (Shanghai) Co., Ltd.), and a new license and supply agreement allowing BeiGene to distribute and promote Celgene's approved cancer therapies and an investigational agent in China. Furthermore, BeiGene completed a private placement sale of its ordinary shares to Celgene Switzerland for $150 million, representing approximately $4.58 per ordinary share.
Key Highlights
- 1Closing of strategic collaboration with Celgene Corporation announced on August 31, 2017.
- 2Exclusive license and collaboration agreement (A&R PD-1 License Agreement) for BGB-A317 (PD-1 inhibitor) granted to Celgene for development and commercialization in US, Europe, Japan, and rest of world excluding Asia.
- 3Celgene to pay BeiGene an upfront license fee of $263 million.
- 4BeiGene acquired 100% of Celgene's China subsidiary (Celgene Pharmaceutical (Shanghai) Co., Ltd.) for an undisclosed cash payment.
- 5BeiGene secured exclusive rights to distribute and promote Celgene's ABRAXANE®, REVLIMID®, VIDAZA®, and CC-122 in China.
- 6BeiGene sold 32,746,416 ordinary shares to Celgene Switzerland for $150 million ($4.58 per ordinary share) via a private placement.
- 7The transactions are structured to comply with regulatory requirements, including antitrust laws and exemptions from SEC registration.