Amgen Acquires 20.5% Stake in BeiGene, Establishes Global Oncology Strategic Collaboration

CAMBRIDGE, Mass. and BEIJING, November 1, 2019 – BeOne Medicines (NASDAQ: BGNE; HKEX: 06160) and Amgen (NASDAQ: AMGN) today announced a global oncology strategic collaboration. The collaboration includes the development and commercialization in China of Amgen’s products XGEVA® (denosumab) injection, KYPROLIS® (carfilzomib) for injection, and BLINCYTO® (blinatumomab) for injection, as well as the joint global development of 20 Amgen oncology pipeline candidates, with BeOne Medicines responsible for their development and commercialization in China. Meanwhile,Amgen will acquire a 20.5% stake in BeOne Medicines for approximately $2.7 billion in cash, or at a price of $174.85 per American Depositary Share (ADS).

Mr. John V. Oyler, Co-founder, Chairman, and Chief Executive Officer of BeOne Medicines, stated: “This collaboration with Amgen, a biotechnology pioneer and industry leader, demonstrates Amgen’s strong recognition of BeOne Medicines’ unique clinical development capabilities in China, which can help accelerate global drug development. We are pleased to join forces with Amgen to develop and commercialize its extensive oncology pipeline, aiming to bring benefits to patients worldwide as early as possible. Furthermore, the strategic alliance will further broaden the product portfolio of our China commercialization team led by Dr. Xiaobin Wu. By the end of 2020, we expect to offer up to eight innovative products, both independently developed and licensed-in, to cancer patients.”

Robert A. Bradway, Chairman and Chief Executive Officer of Amgen, commented, “The strategic collaboration with BeOne Medicines enables Amgen to expand its footprint in the world’s most populous country, thereby serving more patients. We have selected a highly innovative strategic partner based on their commercial operations and clinical development coverage in China, executed in accordance with international quality standards. Cancer is the leading cause of death in China and, as the population ages, will inevitably become an even more urgent public health issue. We look forward to our collaboration with BeOne Medicines bringing meaningful change to the lives of millions of cancer patients in China and around the world.”

Key elements of this collaboration include:

• Under the collaboration agreement, BeOne Medicines will commercialize XGEVA®, KYPROLIS®, and BLINCYTO® in China for a period of five or seven years, during which profits or losses will be shared equally between the two parties. Upon expiration of the commercialization term, BeOne Medicines will retain the rights to one product and receive additional five-year royalties on sales in China for the products not retained.

• XGEVA® (denosumab) injection was approved in China in 2019 for the treatment of patients with giant cell tumor of bone and is currently under development for the prevention of skeletal-related complications in patients with bone metastases from cancer. In China, the clinical development programs for KYPROLIS® (carfilzomib) for injection, used to treat patients with multiple myeloma, and BLINCYTO® (blinatumomab) for injection, used to treat adult patients with relapsed or refractory acute lymphoblastic leukemia, are both in late-stage development.

• BeOne Medicines has agreed to co-develop with Amgen 20 of Amgen’s anti-cancer drug candidates for solid tumors and hematologic malignancies on a global basis, including small-molecule targeted therapies such as AMG 510, the first-in-class investigational KRAS G12C inhibitor, and BiTE® (bispecific T-cell engager) immunotherapies.

• Amgen and BeOne Medicines will jointly bear the global development costs, with BeOne Medicines contributing total value of up to $1.25 billion in development services and cash during the collaboration period. BeOne Medicines is entitled to receive royalties on global sales outside of China for each product (excluding AMG 510).

• For each pipeline drug approved in China, BeOne Medicines will obtain commercialization rights for up to seven years post-approval; during this period, both parties will share profits or losses equally. Upon expiration of the seven-year commercialization term, BeOne Medicines will be entitled to receive royalties in China for five years.

• BeOne Medicines retains the right to commercialize in China approximately one out of every three approved pipeline drugs, for a total of up to six drugs (excluding AMG 510); during this period, both parties will share profits and losses.

Amgen has agreed to purchase approximately $2.7 billion worth of BeOne Medicines’ ordinary shares at a price of $174.85 per ADS, representing a 36% premium over the 30-day volume-weighted average price of BeOne Medicines’ shares traded on the Nasdaq Stock Market as of October 30, 2019. Amgen will also secure a seat on BeOne Medicines’ board of directors.

The transaction has been approved by the boards of directors of both parties and is expected to be completed in the first quarter of 2020, subject to the following conditions: approval by a majority of BeOne Medicines’ shareholders in accordance with the listing requirements of The Stock Exchange of Hong Kong Limited, the expiration or termination of the waiting period under applicable antitrust laws, and the satisfaction of other specific closing conditions. BeOne Medicines has obtained commitments from shareholders holding approximately 40% of its outstanding shares to vote in favor of the transaction.

Morgan Stanley served as the financial advisor to BeOne Medicines. Mintz Levin acted as legal counsel to BeOne Medicines for the collaboration agreement; Goodwin Procter acted as legal counsel to BeOne Medicines for the share purchase agreement; and Skadden acted as legal counsel to BeOne Medicines for matters related to its listing on the Hong Kong Stock Exchange.

BeOne Medicines is a global, commercial-stage, research-driven biotechnology company focused on the development of molecularly targeted and immuno-oncology therapies. Currently, BeOne Medicines employs more than 3,000 people across mainland China, the United States, Australia, and Switzerland. Its pipeline includes novel oral small-molecule anticancer drugs and monoclonal antibody-based anticancer agents. The company is also building combination regimens for cancer treatment, aiming to make a sustained and profound impact on the lives of cancer patients. Under license from Celgene, BeOne Medicines markets ABRAXANE® (paclitaxel for injectable suspension [albumin-bound particles]), REVLIMID® (lenalidomide capsules), and VIDAZA® (azacitidine for injection) in China.[i]

[i] ABRAXANE®, REVLIMID®, and VIDAZA® are registered trademarks of Celgene Corporation.