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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Decision Not to Stand for Re-election

On April 20, 2017, Ke Tang notified BeiGene, Ltd. (the Company or
we) of his decision not to stand for re-election to the Companys
Board of Directors (the Board) when his current term expires at
the Companys next annual general meeting of shareholders to be
held in June 2017. Mr. Tang will continue to serve as a member of
the Board and a member of the Audit Committee until such meeting.
His decision not to stand for re-election did not involve any
disagreement with the Company on any matter relating to the
Companys operations, policies or practices. Mr. Tang has served
as a member of the Board since October 2014. The Company extends
its sincere appreciation to Mr. Tang for his service on the
Board.

Employment Agreements with John V. Oyler

On April25, 2017, we and certain of our subsidiaries entered into
employment agreements with John V. Oyler, to which Mr.Oyler will
continue to serve as our Chief Executive Officer. Mr.Oyler is
entitled to a base salary of $590,000, which is subject to review
and adjustment in accordance with company policy. Mr.Oylers base
salary will be allocated between us and certain of our
subsidiaries. Mr.Oyler is eligible for an annual bonus, with a
target level of $320,000 and a minimum payout level of 15% of the
base salary, based on performance criteria determined by our
Board of Directors. Mr.Oyler is eligible to participate in our
employee benefit plans generally available to our executive
employees, subject to the terms of those plans. Mr.Oylers
employment agreements also provide for certain transportation and
international travel benefits and tax equalization payments. His
employment agreements have an initial three-year term and
automatically renews for additional one-year terms unless either
party provides written notice of nonrenewal. Mr.Oylers employment
can be terminated at will by either party. Upon termination of
Mr.Oylers employment for any reason, we will pay (i)accrued but
unpaid base salary during the final payroll period of employment;
(ii)unpaid vacation time; (iii)unpaid annual bonus from the
previous calendar year; and (iv)any business expenses incurred,
documented and substantiated but not yet reimbursed
(collectively, the Final Compensation). If Mr.Oylers employment
is terminated by us other than for cause (as defined in his
employment agreements) or if Mr.Oyler terminates his employment
for good reason (as defined in his employment agreements),
Mr.Oyler is entitled to (i)the Final Compensation, (ii)a lump sum
equal to the base salary divided by 12, then multiplied by the
Severance Period, (iii)the post-termination bonus calculated
based on the target bonus for the year and the number of days
passed through the date of termination, (iv)a $20,000 one-time
bonus and (v)acceleration of the vesting schedule of his equity
grants by 20 months. The Severance Period is 20 months; provided
that if Mr.Oylers employment is terminated without cause or for
good reason during the initial three-year term, the Severance
Period will be the greater of 20 months or the number of the
months remaining in the initial three-year term; provided further
that if Mr.Oylers employment terminates during the 12 month
period following a change in control (as defined in his
employment agreements), then the Severance Period will be 24
months. His employment agreements provide that all unvested
options will immediately vest upon a change in control. Mr.Oylers
employment agreements also prohibit Mr.Oyler from engaging in
certain competitive and solicitation activities during his
employment and 18 months after the termination of his employment.

The foregoing description of the terms of the employment
agreements does not purport to be complete and is qualified in
its entirety by reference to the full text of such agreements
filed as Exhibit10.1 hereto and which is incorporated herein by
reference.

Item9.01 Financial Statements and
Exhibits.

(d) Exhibits.

About BEIGENE, LTD. (NASDAQ:BGNE)

BeiGene, Ltd. is a clinical-stage biopharmaceutical company. The Company is focused in the discovery and development of molecularly targeted and immuno-oncology drugs for the treatment of cancer. The Company had used its cancer biology platform to develop four clinical-stage drug candidates, such as BGB-3111, BGB-A317, BGB-290 and BGB-283, as of December 31, 2016. BGB-3111, BGB-290 and BGB-283 are its molecularly targeted agents and is its immuno-oncology agent. BGB-3111 is a potent and highly selective small molecule inhibitor of Bruton’s tyrosine kinase (BTK). BGB-283 is a molecule inhibitor of both the monomer and dimer forms of the RAF kinase. BGB-290 is a molecularly targeted, orally available, potent and highly selective inhibitor of the poly ADP ribose polymerase (PARP) family members. BGB-A317 is an investigational humanized monoclonal antibody against the immune checkpoint receptor, PD-1.

BEIGENE, LTD. (NASDAQ:BGNE) Recent Trading Information

BEIGENE, LTD. (NASDAQ:BGNE) closed its last trading session up +0.93 at 40.11 with 84,431 shares trading hands.