BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) The information from Item 9.01 of this Current Report on Form8-K is incorporated herein by reference.

(c) Effective April30, 2018, BeiGene,Ltd. (the “Company”) appointed Dr.Xiaobin Wu to the offices of General Manager, China and President of BeiGene,Ltd.

Dr.Xiaobin Wu, age 56, has more than 25 years of experience in the pharmaceutical industry, including 17 years leading China operations of multinational companies, with expertise in research and development, strategy, commercialization and general management. Before joining BeiGene in April2018, Dr.Wu served as the Country Manager of Pfizer China from 2009 to April2018 and Regional President of Pfizer Essential Health in the Greater China Region from 2017 to April2018. Under his leadership, Pfizer China experienced significant growth to become a leading multinational pharmaceutical company in China.Prior to Pfizer, Dr.Wu served as President and Managing Director of Wyeth China and Hong Kong from 2004 to 2009. Before joining Wyeth, Dr.Wu served as the General Manager of Bayer Healthcare in China from 2001 to 2004. He started his career in 1992 in salesand marketing with Bayer in Germany. Dr.Wu has served as a Vice Chairman of the R&D Based Pharmaceutical Association Committee (RDPAC) in China since 2008. He also serves as Vice Chairman of the Pharmaceutical Chamber of Commerce of China’s National Association of Industry& Commerce, and Executive Vice Chairman of the Chinese Pharmaceutical Enterprise Association. He is also a research fellow at the Research Center of National Drug Policy and Ecosystem (NDPE) of China Pharmaceutical University in Nanjing, China. In addition to his duties in industry associations, Dr.Wu has received numerous industry awards, including most recently “Person of the Year” in Healthy China Awards 2017, “2017 Top 10 Most Influential Persons in the Chinese Healthcare Industry” and the “2017 Social Responsibility Eminent Person Award.” Dr.Wu holds a Ph.D. in Biochemistry and Pharmacology and a master’s degree in Molecular Biology from the University of Konstanz in Germany.

In connection with his appointment, Dr.Wu and BeiGene (Beijing) Co.,Ltd., a wholly-owned indirect subsidiary of the Company, entered into an Executive Employment Agreement (the “Employment Agreement”), effective as of April30, 2018 (the “Effective Date”). Under the Employment Agreement, Dr.Wu will receive a base salary of RMB 3,750,000, subject to regular review and adjustment by the compensation committee of the Company’s board of directors (the “Compensation Committee”). Dr.Wu will be eligible for an annual cash merit bonus, with a current target level of 50% of his base salary, based on performance as determined by the Compensation Committee. In addition, Dr.Wu’s Employment Agreement provides for reimbursement of tax advisory and preparation services and an annual allowance of RMB 950,000 to cover the leasing of an automobile and the costs of housing in the People’s Republic of China (“PRC”).

In connection with the commencement of his employment, Dr.Wu received an initial option to purchase 766,599 ordinary shares of the Company, equivalent to 58,969 American Depositary Shares (“ADSs”), at an exercise price of $13.05 per ordinary share, equivalent to $169.58 per ADS, which was the closing price of our ADSs on the Nasdaq Global Select Market on the date of grant. The option will vest over a five-year period, with twenty percent (20%) of the shares subject to the option becoming exercisable on the first anniversary of the Effective Date, and the balance becoming exercisable in 48 successive equal monthly installments, subject to Dr.Wu’s continued service. Dr.Wu also received an initial award of restricted share units (“RSUs”) for 1,149,899 ordinary shares of the Company, equivalent to 88,453 ADSs, vesting in equal installments over five years from the Effective Date, subject to Dr.Wu’s continued service. In addition, Dr.Wu is eligible to receive an annual grant of equity targeted at $1,000,000 each year, subject to vesting over five years, consisting of share options, RSUs or such other form of grant as provided to (and in the same proportion as) the Chief Executive Officer of the Company. Dr.Wu will also be eligible to participate in our employee benefit plans generally available to our employees, subject to the terms of those plans.

Dr.Wu’s employment has no specified term and can be terminated at will by either party. Dr.Wu’s employment may be terminated by the Company without “cause” (as defined in the Employment Agreement), and if so he would receive his base salary and health and dental insurance payments during a 18-month severance period and other benefits including acceleration of the vesting of his initial option grant and initial RSU award by 18 months (or full acceleration of the vesting schedules of his initial option grant and initial RSU award and any

subsequent option and RSU awards if such termination occurs within 12 months following a “change in control” (as defined in the Employment Agreement)), unless Dr.Wu breaches his confidentiality, non-competition and non-solicitation obligations. Dr.Wu may terminate his employment with “good reason” (as defined in the Employment Agreement) upon 30 days’ written notice received within 60 days of the occurrence of the event. If the Company does not cure the action identified in Dr.Wu’s notice, he is entitled to the same benefits as if the Company terminated his employment without cause, subject to his execution of a release of claims and unless he breaches his confidentiality, non-competition and non-solicitation obligations. To the fullest extent permitted by PRC law, the Company may also terminate Dr.Wu’s employment for cause in certain cases upon 30 days’ written notice. Dr.Wu may also terminate his employment without good reason upon 90 days’ written notice, in either case, in which he would then only be entitled to receive certain accrued obligations.

Dr.Wu was not appointed to any arrangement or understanding with any person, and Dr.Wu does not have any family relationships with any directors or executive officers of the Company. Neither Dr.Wu nor any of his immediate family has been a party to any transaction with the Company during the Company’s last two fiscal years, nor is any such transaction currently proposed, that would be reportable under Item 404(a)of Regulation S-K.

The foregoing description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form10-Qfor the quarter ended June30, 2018.

On May1, 2018, the Company issued a press release announcing the appointment of Dr.Wu to the offices of General Manager, China and President of BeiGene,Ltd. A copy of the press release is filed as Exhibit99.1 hereto and is incorporated herein by reference.

Item 9.01 Other Events.

On April30, 2018, the Company appointed Guillaume Vignon as Senior Vice President, Business Development. Mr.Vignon succeeds Ji Li, who has been an important member of the executive team since joining the Company in 2016 and is leaving for personal reasons. Dr.Li will remain with BeiGene for a period of time as a Special Advisor to the CEO, continuing to work on several ongoing projects, to ensure a seamless transition.Dr.Li ceased to be an executive officer of the Company as of April30, 2018.

Mr.Vignon joins the Company from Merck KGaA / EMD Serono, where he was most recently Vice President, Global Head Oncology and Immuno-Oncology Licensing& Business Development. Throughout his career at Merck KGaA, Mr.Vignon led the closing of complex transactions and forged several strategic partnerships in the fields of immuno-oncology, oncology, companion diagnostics and antibody discovery. He holds a Ph.D. in Biochemistry and Molecular Biology from the University of Paris 6 / Institut Pasteur, and an MBA from Hult International Business School, Cambridge, MA.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

99.1

Press release issued by BeiGene,Ltd. on May1, 2018.


BeiGene, Ltd. Exhibit
EX-99.1 2 a18-12783_1ex99d1.htm EX-99.1 Exhibit 99.1     BeiGene Appoints Senior Pharmaceutical Executive Dr. Xiaobin Wu as General Manager of China and President of BeiGene,…
To view the full exhibit click here

About BEIGENE,LTD. (NASDAQ:BGNE)

BeiGene, Ltd. is a biopharmaceutical company. The Company is engaged in the discovery and development of molecularly targeted and immuno-oncology drugs for the treatment of cancer. It is developing its product candidate, BGB-3111, a potent and selective small molecule Bruton’s tyrosine kinase (BTK) inhibitor, as a monotherapy and in combination with other therapies for the treatment of a range of lymphomas. It is developing its product candidate, BGB-A317, a humanized monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (PD-1), as a monotherapy and as a combination agent for various solid-organ and blood-borne cancers. It is developing BGB-290, a molecularly targeted, orally available, potent and selective inhibitor of poly ADP ribose polymerase 1 (PARP1) and PARP2, as a monotherapy and in combination with other therapies for the treatment of homologous recombination deficient cancers. It is also developing BGB-283 for the treatment of cancers.