Cayman Islands
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001-37686
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98-1209416
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
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BGNE
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The NASDAQ Global Select Market
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Ordinary Shares, par value $0.0001 per share*
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06160
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The Stock Exchange of Hong Kong Limited
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Exhibit No.
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Description
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99.1
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Press release issued by BeiGene, Ltd. on March 2, 2020
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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Exhibit No.
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Description
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99.1
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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BEIGENE, LTD.
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Date: March 2, 2020
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By:
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/s/ Scott A. Samuels
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Name:
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Scott A. Samuels
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Title:
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Senior Vice President, General Counsel
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Exhibit 99.1
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•
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Received accelerated approval from the U.S. Food and Drug Administration (FDA) of BRUKINSA™ (zanubrutinib) as a treatment for mantle cell lymphoma (MCL) in adult patients who have received at least one prior therapy; and launched within one week of approval;
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•
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Received approval from the China National Medical Products Administration (NMPA) of tislelizumab as a treatment for patients with classical Hodgkin’s lymphoma (cHL) who have received at least two prior therapies, with launch planned this month;
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•
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Generated $222.60 million in product revenue in the 12 months ended December 31, 2019, primarily from sales in China of ABRAXANE®, REVLIMID®, and VIDAZA®, which represents a 70.1% increase compared to the same period in 2018. Revenue for the quarter ended December 31, 2019 was $56.89 million. BeiGene markets ABRAXANE, REVLIMID, and VIDAZA in China under an exclusive license from Celgene Logistics Sàrl, a Bristol-Myers Squibb company;
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•
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Submitted to the NMPA a supplemental new drug application (sNDA) for REVLIMID (lenalidomide), in combination with rituximab, for the treatment of patients with relapsed or refractory (R/R) indolent lymphoma (follicular lymphoma or marginal zone lymphoma). The sNDA has been accepted and granted priority review; and
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•
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ABRAXANE was included in the National Healthcare Security Administration of China’s volume-based procurement list, effective in the second quarter of 2020.
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•
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Announced results of the Phase 3 ASPEN trial (NCT03053440) comparing BRUKINSA to ibrutinib for the treatment of Waldenström’s macroglobulinemia (WM). While the primary endpoint of statistical superiority related to deep response (VGPR or better) was not met, zanubrutinib demonstrated more frequent VGPRs (28.4% vs.19.2% in overall population) and advantages in safety and tolerability compared to ibrutinib. ASPEN is the largest Phase 3 trial in WM conducted to-date and the first comparative trial readout for BTK inhibitors;
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•
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Completed enrollment in the Phase 2 MAGNOLIA trial (NCT03846427) in patients with R/R marginal zone lymphoma (MZL);
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Exhibit 99.1
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•
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Presented clinical data on BRUKINSA at the 61st American Society of Hematology (ASH) Annual Meeting, including:
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–
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Initial results presented in an oral session of the SEQUOIA trial (NCT03336333) Arm C in patients with treatment-naïve (TN) chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma (SLL) with Del(17p);
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–
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Updated results presented in an oral session of the Phase 1/2 trial (NCT02343120) in patients with CLL or SLL;
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–
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Updated results presented in a poster from the Phase 1b trial (NCT02795182) of BRUKINSA in combination with tislelizumab in patients with previously treated B-cell lymphoid malignancies; and
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•
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Initiated a Phase 1/2 clinical trial in Japan of zanubrutinib in patients with mature B-cell malignancies.
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•
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Receive approvals in China for the treatment of patients with R/R MCL and R/R CLL/SLL in the first half of 2020;
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•
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Announce top-line results from the SEQUOIA trial comparing zanubrutinib with bendamustine plus rituximab in patients with TN CLL or SLL as early as the second half of 2020;
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•
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File an sNDA in China for WM in 2020;
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•
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Discuss ASPEN data with U.S. FDA and European Medicines Agency (EMA) and present Phase 3 ASPEN data at a major medical conference in 2020; and
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•
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Complete expanded enrollment in the Phase 3 ALPINE trial comparing zanubrutinib with ibrutinib in patients with R/R CLL/SLL in 2020.
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•
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Announced that the pivotal Phase 3 trial (NCT 03594747) of tislelizumab in combination with chemotherapy for the first-line treatment of patients with squamous non-small cell lung cancer (NSCLC) met the primary endpoint of improved progression-free survival (PFS) at the pre-planned interim analysis, as assessed by independent review committee (IRC). The safety profile of tislelizumab in both combinations in this trial was consistent with the known risks of each study treatment, and no new safety signals were identified;
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•
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Received orphan-drug designation for tislelizumab from the U.S. FDA for hepatocellular carcinoma (HCC) and esophageal squamous cell carcinoma (ESCC); and
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•
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Announced updated clinical results presented at the ESMO Asia 2019 Congress from the Phase 2 trial (NCT03469557) of tislelizumab in combination with chemotherapy in patients with gastric/ gastroesophageal junction (G/GEJ) adenocarcinoma or ESCC.
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•
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Receive approval in China for the treatment of patients with locally advanced or metastatic urothelial carcinoma (UC) in 2020;
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•
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Submit sNDA for the first-line treatment of patients with squamous NSCLC in China in 2020;
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•
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Have regulatory discussions with health authorities based on preliminary results from the global Phase 2 trial (NCT03419897) of tislelizumab in second- or third-line patients with HCC in 2020;
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•
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Announce top-line results from the Phase 3 trial (NCT03663205) comparing tislelizumab plus chemotherapy to chemotherapy alone in first-line patients with non-squamous NSCLC in China in 2020;
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•
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Complete enrollment in the pivotal Phase 2 trial (NCT03736889) in China of patients with mismatched repair deficient (dMMR) or microsatellite instability-high (MSI-H) solid tumors in 2020; and
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•
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Complete enrollment in the global portion of the Phase 3 trial (NCT03358875) comparing tislelizumab with docetaxel in second-or third-line patients with NSCLC and in the global Phase 3 trial (NCT03430843) comparing tislelizumab
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Exhibit 99.1
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•
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Disclosed plans to convert from Phase 3 to Phase 2 the clinical trial of pamiparib vs. placebo as maintenance therapy in patients with inoperable locally advanced or metastatic gastric cancer who have responded to platinum-based first line chemotherapy (NCT 03427814; also known as the BGB-290-303 trial). The Company plans to evaluate data from the Phase 2 trial to assess the potential of pamiparib in this indication and the potential next steps of development as a monotherapy or in combination with other therapies.
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•
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Have regulatory discussions based on preliminary results from the Phase 2 trial (NCT03333915) in Chinese patients with third or later line previously treated ovarian cancer (OC) harboring germline BRCA 1/2 mutations and potentially submit a new drug application (NDA) in China in 2020;
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•
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Announce top-line results from the Phase 3 trial (NCT03519230) of pamiparib as a maintenance treatment in patients with platinum-sensitive recurrent OC in 2020 or first half of 2021; and
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•
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Present updated data from the Phase 1 trial (NCT02660034) of pamiparib in combination with tislelizumab in patients with advanced solid tumors in 2020.
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Presented clinical data in an oral session at the European Society for Medical Oncology Immuno-Oncology (ESMO-IO) Congress in December 2019 from the Phase 1b trial (NCT03666143) of sitravatinib combined with tislelizumab in patients with platinum-resistant OC.
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•
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Present additional Phase 1 clinical data on sitravatinib combined with tislelizumab at a medical meeting in 2020.
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Support clinical development and enrollment of the planned registration enabling trials in refractory HER2-positive biliary tract cancer in 2020 and first-line HER2-positive gastroesophageal adenocarcinomas in late 2020 or early 2021; and
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•
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Initiate a Phase 1b/2 trial investigating ZW25 in combination with chemotherapy with and without tislelizumab in patients with advanced HER2-positive breast cancer or gastric/gastroesophageal junction adenocarcinoma in early 2020.
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Publish Phase 1 data in a peer-reviewed journal in 2020.
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•
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Present clinical data from the Phase 1 trial in 2020 or early 2021.
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•
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Initiated a Phase 1 trial (NCT04215978) of BGB-A445 as monotherapy and in combination with tislelizumab in patients with advanced solid tumors.
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Exhibit 99.1
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•
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Initiated a Phase 1 clinical trial (NCT04249843) in patients with advanced or refractory tumors harboring specific v-RAF murine sarcoma viral oncogene homolog B (B-RAF) genetic mutations.
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•
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Initiated study start-up for a Phase 1 trial in Australia and the United States in patients with mature B-cell malignancies.
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•
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Begin patient enrollment for the Phase 1 trial in mature B-cell malignancies in the first quarter or early in the second quarter of 2020.
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•
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Received a drug manufacturing license for our Guangzhou biologics manufacturing facility in December 2019;
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•
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Initiated tislelizumab manufacturing process validation; and
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•
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Began Phase 2 expansion for additional manufacturing capacity at our Guangzhou manufacturing facility, expected to be completed by the end of 2020.
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•
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Closed the global strategic collaboration with Amgen to commercialize XGEVA® (denosumab), KYPROLIS® (carfilzomib), and BLINCYTO® (blinatumomab) in China and jointly develop 20 Amgen oncology pipeline assets. Amgen purchased approximately $2.8 billion of BeiGene’s American Depositary Shares (ADS), representing an approximately 20.5% ownership interest;
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•
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Announced an exclusive development and commercialization agreement with EUSA Pharma (UK) Limited for the orphan biologic products SYLVANT® (siltuximab) in Greater China and QARZIBA®▼ (dinutuximab beta) in mainland China; and
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•
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Announced an exclusive option and license agreement with Leap Therapeutics, Inc. for the clinical development and commercialization of DKN-01, Leap's anti-Dickkopf-1 (DKK1) antibody, in Asia (excluding Japan), Australia, and New Zealand.
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•
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The Company expects that the worldwide health crisis of COVID-19 will have a negative impact on its operations in China, including commercial sales, regulatory interactions and inspections, and clinical trial recruitment and participation, particularly in the first quarter and possibly longer depending on the scope and duration of the disruption. The Company is working to minimize delays and disruptions and continues to execute on its commercialization, regulatory and clinical development goals in China.
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•
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Total cash and short-term investments decreased $291.09 million in the fourth quarter of 2019. Cash used in operating activities totaled $267.18 million. Capital expenditures were $15.46 million, and cash used for upfront license payments totaled $20.00 million.
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•
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Total cash and short-term investments decreased $823.72 million for the year ended December 31, 2019. Cash used in operating activities totaled $750.27 million. Capital expenditures were $89.61 million, and cash used for upfront license payments totaled $69.00 million.
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Exhibit 99.1
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•
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Product revenues totaled $56.89 million and $222.60 million for the fourth quarter and year ended December 31, 2019, respectively, compared to $37.76 million and $130.89 million for the same periods in 2018.
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•
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Collaboration revenue totaled nil and $205.62 million for the fourth quarter and year ended December 31, 2019, respectively, compared to $20.91 million and $67.34 million for the same periods in 2018. Included in the full year 2019 revenue was the $150 million payment in connection with the termination of the tislelizumab collaboration agreement with Celgene.
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•
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Cost of Sales for the fourth quarter and year ended December 31, 2019 were $17.98 million and $71.19 million, respectively, compared to $9.19 million and $28.71 million in the same periods in 2018. Cost of sales related primarily to the cost of acquiring ABRAXANE, REVLIMID, and VIDAZA for distribution in China.
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•
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R&D Expenses for the fourth quarter and year ended December 31, 2019 were $283.26 million and $927.34 million, respectively, compared to $257.46 million and $679.01 million in the same periods in 2018. The increase in R&D expenses was primarily attributable to increased spending related to ongoing enrollment and expansion of pivotal clinical trials for zanubrutinib and tislelizumab, preparation for additional regulatory submissions of our late-stage drug candidates, manufacturing costs related to pre-commercial activities and supply, as well as increases in spending related to our preclinical-stage programs. Employee share-based compensation expense also contributed to the overall increase in R&D expenses, and was $21.69 million and $76.29 million for the fourth quarter and year ended December 31, 2019, respectively, compared to $16.09 million and $54.38 million for the same periods in 2018, due to increased headcount and a higher share price.
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•
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SG&A Expenses for the fourth quarter and year ended December 31, 2019 were $143.35 million and $388.25 million, respectively, compared to $72.49 million and $195.39 million in the same periods in 2018. The increase in SG&A expenses was primarily attributable to increased headcount, including the expansion of our commercial teams to support the distribution of our commercial products in China and in the United States, increased commercial activities as well as higher professional service fees and costs to support our growing operations. The overall increase in SG&A expenses was also attributable to higher SG&A-related share-based compensation expense, which was $16.65 million and $57.86 million for the fourth quarter and year ended December 31, 2019, respectively, compared to $9.87 million and $32.74 million for the same periods in 2018, due to increased headcount and a higher share price.
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•
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Net Loss for the fourth quarter and year ended December 31, 2019 was $388.06 million and $948.63 million, or $0.49 and $1.22 per share, or $6.39 and $15.80 per ADS, respectively, compared to $268.26 million and $673.77 million, or $0.35 and $0.93 per share, or $4.52 and $12.15 per ADS, respectively, in the same periods in 2018.
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Exhibit 99.1
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||||
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As of
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||||||
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December 31,
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December 31,
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2019
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2018
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Assets:
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Cash, cash equivalents, restricted cash and short-term investments [1]
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$
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985,503
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$
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1,809,222
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Accounts receivable
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70,878
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41,056
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Working capital
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862,384
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1,697,390
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Property and equipment, net
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242,402
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157,061
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Total assets
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$
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1,612,289
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$
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2,249,684
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Liabilities and equity:
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Accounts payable
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$
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122,488
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$
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113,283
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Accrued expenses and other payables
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163,556
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100,414
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Bank loan
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83,311
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49,512
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Shareholder loan
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157,384
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148,888
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Total liabilities
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633,934
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496,037
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Noncontrolling interest
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16,150
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14,445
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Total equity
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$
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978,355
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$
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1,753,647
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Exhibit 99.1
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Three Months Ended
December 31,
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Twelve Months Ended
December 31,
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||||||||||||
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2019
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2018
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2019
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2018
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(unaudited)
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(audited)
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||||||||||||
Revenue:
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Product revenue, net
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$
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56,892
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$
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37,762
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|
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$
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222,596
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|
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$
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130,885
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Collaboration revenue
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—
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20,908
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|
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205,616
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|
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67,335
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||||
Total revenues
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56,892
|
|
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58,670
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|
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428,212
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|
|
198,220
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||||
Expenses:
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||||||||
Cost of sales - products
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(17,984
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)
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|
(9,193
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)
|
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(71,190
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)
|
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(28,705
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)
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||||
Research and development [1]
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(283,259
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)
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(257,464
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)
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(927,338
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)
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(679,005
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)
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||||
Selling, general and administrative
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(143,354
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)
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(72,490
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)
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(388,249
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)
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(195,385
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)
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||||
Amortization of intangible assets
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(332
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)
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(331
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)
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(1,326
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)
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(894
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)
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||||
Total expenses
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(444,929
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)
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(339,478
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)
|
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(1,388,103
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)
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(903,989
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)
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||||
Loss from operations
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(388,037
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)
|
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(280,808
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)
|
|
(959,891
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)
|
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(705,769
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)
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Interest (expense) income, net
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(438
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)
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|
5,950
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|
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9,131
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|
|
13,947
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Other income (expense), net
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8,141
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|
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(396
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)
|
|
7,174
|
|
|
1,993
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|
||||
Loss before income taxes
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(380,334
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)
|
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(275,254
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)
|
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(943,586
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)
|
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(689,829
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)
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||||
Income tax (expense) benefit
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(7,561
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)
|
|
8,544
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|
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(6,992
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)
|
|
15,796
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|
||||
Net loss
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(387,895
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)
|
|
(266,710
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)
|
|
(950,578
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)
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(674,033
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)
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
166
|
|
|
1,545
|
|
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(1,950
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)
|
|
(264
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)
|
||||
Net loss attributable to BeiGene, Ltd.
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$
|
(388,061
|
)
|
|
$
|
(268,255
|
)
|
|
$
|
(948,628
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)
|
|
$
|
(673,769
|
)
|
|
|
|
|
|
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|
||||||||
Net loss per share attributable to BeiGene, Ltd., basic and diluted
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$
|
(0.49
|
)
|
|
$
|
(0.35
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)
|
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$
|
(1.22
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)
|
|
$
|
(0.93
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)
|
Weighted-average shares outstanding, basic and diluted
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788,899,247
|
|
|
771,982,215
|
|
|
780,701,283
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|
|
720,753,819
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|
||||
|
|
|
|
|
|
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|
||||||||
Net loss per ADS attributable to BeiGene, Ltd., basic and diluted
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$
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(6.39
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)
|
|
$
|
(4.52
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)
|
|
$
|
(15.80
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)
|
|
$
|
(12.15
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)
|
Weighted-average ADSs outstanding, basic and diluted
|
60,684,557
|
|
|
59,383,247
|
|
|
60,053,945
|
|
|
55,442,601
|
|
|
|
Exhibit 99.1
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Investor Contact
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Media Contact
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Craig West
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Vivian Ni
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|
+1 857-302-5189
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|
+ 1 857-302-7596
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ir@beigene.com
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media@beigene.com
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