10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                          to

Commission file number: 001-37686

BEONE MEDICINES LTD.

(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-1209416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o BeOne Medicines I GmbH
94 Aeschengraben 27
Basel 4051
Switzerland
(Address of principal executive offices, including zip code)

+41 61 685 19 00

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share	ONC	The Nasdaq Global Select Market
Ordinary Shares, par value $0.0001 per share*	06160	The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares (“ADSs”) with the U.S. Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited (“HKEx”).

Securities registered pursuant to Section 12(g) of the Act: The RMB shares are ordinary shares of the registrant issued to permitted investors in the People’s Republic of China and listed and traded on the STAR Market in Renminbi. The RMB shares are not listed for trading in the United States or on the HKEx and are not fungible with the ordinary shares listed on the HKEx or the ADSs representing the ordinary shares listed on Nasdaq, and in no event will any RMB shares be able to be converted into the ordinary shares listed on the HKEx or the ADSs listed on Nasdaq, or vice versa.

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐  No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. :

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares, including in the form of ADSs, each representing 13 ordinary shares, held by non‑affiliates of the registrant was approximately $14.7 billion, based upon the closing price of the registrant’s ADSs on the Nasdaq Global Select Market on June 30, 2025.

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As of February 13, 2026, 1,442,259,810 ordinary shares, par value $0.0001 per share, were outstanding, of which 714,971,127 ordinary shares were held in the form of 54,997,779 ADSs, and 115,055,260 were RMB shares.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2025. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10‑K.

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BeOne Medicines Ltd.

Annual Report on Form 10‑K

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		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	59
Item 1B.	Unresolved Staff Comments	118
Item 1C.	Cybersecurity	118
Item 2.	Properties	120
Item 3.	Legal Proceedings	120
Item 4.	Mine Safety Disclosures	120
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	121
Item 6.	Reserved	125
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	126
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	139
Item 8.	Financial Statements and Supplementary Data	141
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	197
Item 9A.	Controls and Procedures	197
Item 9B.	Other Information	198
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	198
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	199
Item 11.	Executive Compensation	199
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	199
Item 13.	Certain Relationships and Related Transactions, and Director Independence	199
Item 14.	Principal Accountant Fees and Services	199
PART IV
Item 15.	Exhibits and Financial Statement Schedules	200
Item 16.	Form 10‑K Summary	206
SIGNATURES

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Forward‑Looking Statements and Market Data

This Annual Report on Form 10‑K (the “Annual Report”) contains forward‑looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on management’s current expectations and projections about future events and trends that may affect the business, financial condition, and operating results. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected growth, are forward‑looking statements. Forward-looking statements often include words such as, but not limited to, “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or similar expressions. These forward‑looking statements include, among other things, statements about:

•our ability to successfully commercialize our approved medicines and to obtain approvals in additional indications and territories for our medicines;

•the timing, progress and results of our research and development (“R&D”) programs, preclinical studies and clinical trials of our drug candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work and the period during which the results of the trials will become available;

•our ability to successfully develop and commercialize our in-licensed medicines and drug candidates and any other medicines and drug candidates we may in-license;

•our ability to further develop sales and marketing capabilities and launch and commercialize new medicines, if approved;

•our ability to maintain and expand regulatory approvals for our medicines and drug candidates, if approved;

•the pricing and reimbursement of our medicines and drug candidates, if approved;

•our ability to advance our drug candidates into, and successfully complete, clinical trials and obtain regulatory approvals;

•our reliance on the success of our clinical stage drug candidates;

•our plans, expected milestones and the timing or likelihood of regulatory filings and approvals;

•the implementation of our business model, strategic plans for our business, medicines, drug candidates and technology;

•the scope of protection we (or our licensors) are able to establish and maintain for intellectual property rights covering our medicines, drug candidates and technology;

•our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights and proprietary technology of third parties;

•costs associated with enforcing or defending against intellectual property infringement, misappropriation or violation, product liability and other claims;

•the regulatory environment and regulatory developments in the United States (“U.S.”), China, the United Kingdom (“UK”), Switzerland, the European Union (“EU”) and other jurisdictions in which we operate;

•the accuracy of our estimates regarding expenses, revenues, including collaboration revenue, capital requirements and our need for additional financing;

•the potential benefits of strategic collaboration and licensing agreements and our ability to enter into and maintain strategic arrangements;

•our construction and operation of independent production facilities for small molecule medicines and large molecule biologics, as well as clinical R&D facilities, to support the global demand for both commercial and clinical supply;

•our reliance on third parties to conduct drug development, manufacturing and other services;

•our ability to manufacture and supply, or have manufactured and supplied, drug candidates for clinical development and medicines for commercial sale;

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•the rate and degree of market access and acceptance of our medicines and drug candidates, if approved;

•developments relating to our competitors and our industry, including competing therapies;

•the size of the potential markets for our medicines and drug candidates and our ability to serve those markets;

•our ability to effectively manage our growth;

•our ability to attract and retain qualified employees and key personnel;

•our ability to comply with the covenants and other requirements under our facilities agreements and to borrow available amounts under such agreements;

•statements regarding future revenue, key milestones, expenses, capital expenditures, capital requirements and share performance;

•the future trading price of our American Depositary Shares (“ADSs”) listed on Nasdaq, our ordinary shares listed on HKEx, and our ordinary shares issued to permitted investors in China and listed and traded on the STAR in Renminbi (“RMB Shares”), as well as the impact of securities analysts’ reports on these prices; and

•the effects of our redomiciliation to Switzerland, including its tax treatment, and our name change in 2025.

These statements involve risks and uncertainties, including those that are described in “Item 1A. Risk Factors” of this Annual Report, that may cause actual future events or results to differ materially from those expected. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

This Annual Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

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PART I

Unless the context requires otherwise, references in this report to “BeOne,” the “Company,” “we,” “us,” and “our” refer to BeOne Medicines Ltd. and its subsidiaries, on a consolidated basis.

Item 1. Business

Overview

We are a leading global oncology company discovering and developing innovative treatments that are more accessible to cancer patients worldwide. In 2025, we generated total global revenue of approximately $5.3 billion, increasing revenue by approximately 40.2% from the prior year, while achieving net income of $286.9 million, net cash provided by operating activities of $1.1 billion and positive free cash flow of $941.7 million.

We are serial innovators in hematology and have built a differentiated, wholly-owned, and foundational franchise. We are the only company with potentially best-in-class assets across three foundational chronic lymphocytic leukemia (“CLL”) mechanisms of action (“MoAs”). This includes BRUKINSA®, a proven best-in-class Bruton’s tyrosine kinase (“BTK”) inhibitor, sonrotoclax, a next-generation and potentially best-in-class B-cell lymphoma 2 (“BCL2”) inhibitor that received its first global regulatory approval in December 2025, and our potentially first-in-class and best-in-class BTK chimeric degradation activation compound (“BTK-CDAC”).

BRUKINSA was designed for complete sustainable inhibition of BTK with the belief that this would improve patient outcomes. This hypothesis was supported in the ALPINE trial, where BRUKINSA demonstrated sustained superior efficacy and lower cardiac toxicity in an all-comers relapsed/refractory (“R/R”) CLL population against ibrutinib. BRUKINSA is the only BTK inhibitor to prove superior efficacy to ibrutinib, especially over the long term. BRUKINSA has the broadest label in the class, with U.S. approvals in CLL, mantle cell lymphoma (“MCL”), Waldenström’s macroglobulinemia (“WM”), marginal zone lymphoma (“MZL”) and follicular lymphoma (“FL”). Despite being the third entrant to the market, BRUKINSA became the global market leader across B-cell malignancies in 2025. BRUKINSA generated $3.9 billion in sales in 2025, is approved in over 75 markets and has launched in many key markets, including Europe, Japan, Korea and Brazil. Our Phase 3 MANGROVE trial is evaluating BRUKINSA plus rituximab compared with bendamustine plus rituximab in previously untreated MCL. Pending approval, this would be the first chemo-free regimen available for patients as a first line (“1L”) treatment for MCL.

Sonrotoclax is a potentially best-in-class BCL2 inhibitor designed to have greater potency and selectivity, and potential for better tolerability than venetoclax. In late 2025, we received the first approval for sonrotoclax for adult patients with R/R MCL and CLL/small lymphocytic lymphoma (“SLL”) patients who have received prior systemic therapy, including a BTK inhibitor. The approval, granted in China, is supported by data demonstrating deep and durable responses and manageable tolerability, underscoring sonrotoclax’s emerging role as a foundational medicine across B-cell malignancies. Presented at the American Society of Hematology (“ASH”) meeting in 2025, monotherapy data from the Phase 1/2 study of patients with R/R MCL treated with sonrotoclax demonstrated a favorable safety and efficacy profile. Sonrotoclax is under Priority Review by the U.S. Food and Drug Administration (“FDA”) for potential accelerated approval in the first half of 2026. Pending approval, sonrotoclax would be the first and only BCL2 inhibitor approved for monotherapy use in R/R MCL.

In the fixed dose BRUKINSA plus sonrotoclax combination, we presented unmatched levels and time to achieve undetectable minimal residual disease (“uMRD”), demonstrating a clear advantage over other fixed duration regimens. The Phase 3 CELESTIAL-TNCLL trial of BRUKINSA plus sonrotoclax in 1L CLL has completed enrollment, and we have initiated a Phase 3 study in the first half of 2026, comparing BRUKINSA plus sonrotoclax against acalabrutinib plus venetoclax in 1L CLL.

Our BTK-CDAC, BGB-16673, which is designed to promote the degradation of both wildtype and mutant forms of BTK, including those that commonly result in resistance to BTK inhibitors in patients who experience progressive disease, has best-in-class potential and is the most advanced BTK degrader in development. Data presented at ASH 2025 showed significant efficacy signals and safety data in a heavily pretreated population. We have initiated a Phase 3 head-to-head trial against pirtobrutinib, consistent with our strategy to develop medicines that have potential to meaningfully improve upon the current practice of care. An accelerated approval filing submission based on the Phase 2 trial in R/R CLL could be made to the FDA in 2026 if data supports such submission. With these three differentiated and synergistic assets, we believe we are uniquely positioned to potentially provide the best solution for all CLL patients along their treatment journey and lead a sustainable franchise in the approximately $12 billion global CLL market.

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We have a deep and innovative solid tumor pipeline. In 2025, we advanced five differentiated new molecular entities (“NMEs”) into the clinic, each of which has the potential to be first-in-class or best-in-class. Our intention is to build depth in the development of potential treatments for the most prevalent cancers, including breast/gynecologic, lung and gastrointestinal. Five solid tumor programs achieved proof of concept in 2025, including our next-generation cyclin-dependent kinase 4 (“CDK4”) inhibitor (BGB-43395) and potentially first-in-class B7-H4 antibody-drug conjugate (“ADC”) (BG-C9074), our differentiated MoA and first-in-class Glypican-3 (“GPC3”)-dependent 4-1BB targeting bispecific T-cell engager (BGB-B2033), our synergistic and potentially best-in-class protein arginine methyltransferase 5 (“PRMT5”) (BGB-58067), as well as our carcinoembryonic antigen (“CEA”) ADC (BG-C477).

We are a company built to address the long-lived challenges to return on investment in the pharmaceutical industry. Clinical trials represent more than 75% of the total cost of bringing an oncology medicine to patients, yet the industry continues to outsource this function to contract research organizations (“CROs”) at an ever-increasing cost per patient. Regulatory policies such as Project Optimus, while well intended, lead to meaningful program delays and increasing Phase 1 trial costs due to increased patient requirements and time. Increased competition exists for nearly every validated target, and pricing reform, such as the Inflation Reduction Act (“IRA”) in the U.S., is placing direct and indirect pressure on innovators. Since inception, we have focused on building unique and hard to replicate competitive advantages that address these industry-wide challenges. Most importantly, our nearly 6,000 colleagues across clinical development and manufacturing across the globe allow us to break from the traditional CRO model and develop medicines with greater speed and at a lower cost than many of our industry peers while maintaining the highest quality. Our global development “superhighway” is unique to BeOne and critical to generating superior returns on R&D investment. We are innovating with intentionality and building best-in-class combinations to win in the increasingly competitive commercial landscape.

Since our inception in 2010, we have become a fully integrated global organization with nearly 12,000 employees worldwide.

Our Holding Company Structure

We are a holding company currently incorporated in Switzerland with operations primarily conducted through our subsidiaries in the U.S., China, the UK and Australia. In the second quarter of 2025, we redomiciled from the Cayman Islands to Switzerland. The following diagram depicts a summary of our corporate structure. Our corporate structure contains no variable interest entities.

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Our Strategy

We were founded with the vision to create an integrated biopharmaceutical company to address challenges in the pharmaceutical industry, creating impactful medicines that will be affordable and accessible to far more patients around the world. Our global development “superhighway” was uniquely built to address an increasingly challenged industry and improve R&D returns.

We have built a substantial global clinical team of approximately 3,800 people on six continents, allowing us to run clinical trials largely without reliance on CROs. We believe independence from traditional CRO models allows us to execute more cost-efficient development and achieve faster time to clinical proof-of-concept. It also allows us to expand the reach of our clinical sites, which supports diverse participation and the collection of robust data across all patient demographics. Our demonstrated ability to complete large-scale, multi-regional clinical trials is an important strategic competitive advantage and addresses an immense challenge in the pharmaceutical industry.

We have built a highly productive and cost-effective oncology research team with 1,200+ scientists, allowing us to drive serial innovation to enable sustained market leadership. Our efforts have been validated by commercial approvals, clinical data, and collaborations that have secured $1.5 billion in collaboration payments to our company. We design each research program with a differentiated biological hypothesis, which has resulted in multiple commercially approved medicines and a pipeline of wholly-owned assets with potential for combinations and depth in key tumor types. We have invested in diverse technology platforms to pursue innovation, including small molecules, CDAC protein degraders, bispecific antibodies, tri-specific antibodies, and ADCs allowing us access to diverse modalities and to advance science with urgency and agility. Our CDAC platform, in particular, offers a differentiated approach from small molecules with its catalytic activity, higher barrier to resistance, and scaffold function disruption. We have more than 20 CDAC and degrader-antibody conjugate programs progressing through our discovery, investigational new drug (“IND”) and clinical development stages. Our research and innovation capabilities are optimized for discovering high-quality and impactful medicines for patients in a highly productive and cost-effective way.

We have built a strong commercial portfolio, with BRUKINSA and TEVIMBRA® driving global revenue.

Expanding our Foundational Hematology Franchise

Our hematology franchise is led by BRUKINSA, which is supported by a broad clinical program with over 7,900 patients enrolled in more than 30 countries and regions across more than 45 trials. We continue to broaden our leadership in hematology, utilizing BRUKINSA as our foundational asset. We are focused on lifecycle management to build a sustainable hematology franchise maximizing value for our company, shareholders and patients globally. BRUKINSA has allowed us to build a strong franchise in hematology-oncology and we plan to expand our leadership in CLL with our wholly-owned, emerging best-in-class hematology pipeline consisting of sonrotoclax and our BTK-CDAC, while amplifying our impact in other B-cell malignancies. We are the only company offering potentially best-in-class, foundational medicines across the three key mechanisms of action in CLL, with BRUKINSA, sonrotoclax and our BTK-CDAC. These assets show promise to offer best-in-disease combinations, and we have comprehensive registrational programs to address patient need in both the treatment naïve and relapsed settings, and with continuous use or fixed duration regimens.

Expanding Access to our PD-1 Inhibitor for Patients Worldwide and Building Global Commercial Capabilities to Support our Prolific Pipeline

Our solid tumor franchise is led by our anti-PD-1 monoclonal antibody, TEVIMBRA, which is currently approved in the U.S., EU, China and other countries. We intend to expand TEVIMBRA’s global footprint through ongoing submissions and approvals, including submissions based on the HERIZON-GEA-01 trial. We are also developing a hyaluronidase-free, high-concentration subcutaneous formulation of TEVIMBRA which we believe will be competitive in global markets. With TEVIMBRA and the potentially best-in-class solid tumor pipeline assets, we are well-positioned to build our solid tumor business and deliver innovative therapies and combinations to patients.

We have a global commercial organization to deliver medicines to patients around the globe. We have established commercial capabilities in key large commercial markets of the U.S., EU and China, and continue our rapid expansion of capabilities into the Asia Pacific, Latin America, and Middle East regions, driving the delivery of highly effective and differentiated medicines to patients around the globe. This has enabled a geographically diversified revenue mix and a truly global business.

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Our business model is sustainable and results in a strong global financial profile. We believe we are financially well-positioned with cash and cash equivalents of $4.5 billion and debt of $1.0 billion as of December 31, 2025. Our product revenue has grown 39.8% since 2024 from our current portfolio and cornerstone assets, which we expect to grow significantly in 2026 and beyond. We achieved GAAP net income and non-GAAP net income for the first time in fiscal year 2025. We generated net cash provided by operating activities of $1.1 billion and positive free cash flow in 2025. We will continue to be thoughtful and strategic in how we deploy our capital, and consistent with previous collaborations, we will actively explore partnerships that strengthen our business. We are committed to generating long-term value for our shareholders.

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Our Commercial and Registration Stage Products

The following table summarizes the status of our commercial products as of February 26, 2026:

PRODUCT	MECHANISM OF ACTION	REGULATORY STATUS	BEONE COMMERCIAL RIGHTS	PARTNER
BRUKINSA® (zanubrutinib)	BTK inhibitor	Approved in 77 markets, incl. U.S., EU, China, Japan, and other markets	Global	N/A
TEVIMBRA® (tislelizumab)	Anti-PD-1 antibody	Approved in 51 markets, incl. U.S., EU, China, Japan, and other markets	Global	N/A
PARTRUVIX® (pamiparib)	PARP inhibitor	Approved in China	Global	N/A
Sonrotoclax	BCL2 inhibitor	Approved in China	Global	N/A
IMDELLTRA® (tarlatamab)1	Anti-DLL3 x anti-CD3 bispecific T-cell engager (BiTE)	Approved in U.S.	Mainland China	Amgen
XGEVA® (denosumab)	Anti-RANK ligand antibody	Approved in China	Mainland China	Amgen
BLINCYTO® (blinatumomab)	Anti-CD19 x anti-CD3 bispecific T-cell engager (BiTE)	Approved in China	Mainland China	Amgen
KYPROLIS® (carfilzomib)	Proteasome inhibitor	Approved in China	Mainland China	Amgen
ZIIHERA® (zanidatamab)	Anti-HER-2 bispecific antibody	Approved in U.S., EU, China and Canada	Asia (excluding Japan & India), Australia, New Zealand	Jazz<br>Zymeworks
SYLVANT® (siltuximab)	IL-6 antagonist	Approved in China	Greater China	Recordati
QARZIBA® (dinutuximab)	Anti-GD2 antibody	Approved in China	Mainland China	Recordati
POBEVCY® (Avastin biosimilar)	Anti-VEGF antibody	Approved in China	Greater China	Bio-Thera
BAITUOWEI® (goserelin microspheres for injection)	Gonadotropin-releasing hormone (GnRH) agonist	Approved in China	Mainland China	Luye Pharma
TAFINLAR® (dabrafenib)	BRAF inhibitor	Approved in China	China Broad Markets2	Novartis
MEKINIST® (trametinib)	MEK inhibitor	Approved in China	China Broad Markets2	Novartis
VOTRIENT® (pazopanib)	VEGFR inhibitor	Approved in China	China Broad Markets2	Novartis
AFINITOR® (everolimus)	mTOR inhibitor	Approved in China	China Broad Markets2	Novartis
ZYKADIA® (ceritinib)	ALK inhibitor	Approved in China	China Broad Markets2	Novartis

1. A significant portion of our rights to receive certain tiered mid-single digit royalty payments based on annual net revenue from sales outside of China of IMDELLTRA were sold to Royalty Pharma in the third quarter of 2025.

2. Rights to promote and market in China’s broad markets pursuant to a Market Development Agreement with an affiliate of Novartis Pharma AG.

Abbreviations: DLL3 = delta-like ligand 3; CD = cluster of differentiation; ALK = anaplastic lymphoma kinase; BRAF = B-rapidly accelerated fibrosarcoma; MEK = mitogen-activated protein kinase (MAPK) / Extracellular-signal regulated kinase (ERK); mTOR = Mammalian target of rapamycin; VEGFR = vascular endothelial growth factor receptor

Please see the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for revenue by product.

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We commercialize the following internally developed cancer medicines:

BRUKINSA

Market Opportunity

Lymphomas are blood-borne cancers involving lymphatic cells of the immune system. They can be broadly categorized into non-Hodgkin’s lymphoma and Hodgkin’s lymphoma. In 2025, global revenues for BTK inhibitors were approximately $12 billion according to company reported financials. Global revenues are projected to be more than $15 billion in 2028, according to published reports. Please see the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for BRUKINSA net revenue generated in 2024 and 2025.

BRUKINSA

BRUKINSA is a next-generation, oral, small molecule inhibitor of BTK designed to deliver complete and sustained inhibition of the BTK protein by optimizing bioavailability, half-life, and selectivity. With differentiated pharmacokinetics compared with other approved BTK inhibitors, BRUKINSA has been demonstrated to inhibit the proliferation of malignant B cells within a number of disease-relevant tissues. BRUKINSA has the broadest label globally of any BTK inhibitor and is the only BTK inhibitor to provide the flexibility of once or twice daily dosing. A tablet formulation was FDA approved in June 2025, providing patients with more convenience and flexibility.

BRUKINSA has approvals in five indications, including CLL/SLL, WM, R/R MCL, R/R MZL and R/R FL, and is approved in 77 markets and reimbursed in 58 markets.

In the U.S., BRUKINSA received accelerated approval from the FDA for MCL in adult patients who have received at least one prior therapy in November 2019. It was then approved for patients with WM based on a head-to-head study vs ibrutinib, followed by an accelerated approval in R/R MZL patients who have received at least one anti-CD20-based regimen. In January 2023, BRUKINSA was approved for the treatment of adult patients with CLL or SLL in both the treatment naive and relapsed setting based on two Phase 3 studies. BRUKINSA is the only BTK inhibitor to demonstrate progression-free survival (“PFS”) superiority to ibrutinib in R/R CLL/SLL in all patient segments, including high-risk (17p/TP53). In March 2024, BRUKINSA received accelerated approval from the FDA for R/R FL in combination with obinutuzumab. In June 2025, BRUKINSA received approval of its tablet formulation.

In Europe, BRUKINSA received approval from the European Commission (“EC”) for the treatment of adult patients with WM who have received at least one prior therapy or for the first-line treatment of patients unsuitable for chemo-immunotherapy, as well as for the treatment of patients with R/R MZL and for the treatment of patients with CLL. In November 2023, the EC approved BRUKINSA in combination with obinutuzumab for the treatment of adult patients with R/R FL who have received at least two prior lines of systemic therapy. BRUKINSA is now approved to treat more patient populations in Europe than any other BTK inhibitor. In August 2025, BRUKINSA received approval from the EC of a film-coated tablet formulation for all approved indications.

In China, BRUKINSA has received approvals from the China National Medical Products Administration (“NMPA”) for the treatment of adult patients with CLL/SLL and WM, and conditional approvals for adult patients with R/R MCL and 3L FL. Currently, all approved indications for BRUKINSA are included in the National Reimbursement Drug List (“NRDL”) by the China National Healthcare Security Administration (“NHSA”).

BRUKINSA received approval in Japan for WM and CLL/SLL in December 2024.

TEVIMBRA (tislelizumab)

Market Opportunity

Globally, the top four PD-1/PD-L1 antibody medicines had revenues of over $50 billion in 2025 based on public reports. The 2025 China PD-1/L1 market (net revenue) was approximately $4 billion.

Global revenues are projected to increase through 2028, according to published reports, driven by multiple factors including indication expansion, approvals and adoptions in earlier lines of therapies, further market penetration, and extension of duration of therapy.

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TEVIMBRA

TEVIMBRA is a humanized IgG4 monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (“PD-1”) that we specifically designed to minimize binding to Fc receptor gamma (“FcγR”), which is believed to play an essential role in activating phagocytosis in macrophages, to minimize its negative impact on T effector cells.

We have received regulatory approvals for TEVIMBRA marketing applications in multiple geographies, including the EU/European Medicines Agency (“EMA”) (comprising 27 countries plus Iceland and Norway) and 23 countries across North America, Europe, Asia Pacific and other markets.

TEVIMBRA was included in the NRDL in 2021 for second-line locally advanced or metastatic UC with high PD-L1 expression, in 2022 for first-line locally advanced unresectable or metastatic non-squamous non-small cell lung cancer (“NSCLC”), first-line locally advanced unresectable or metastatic squamous NSCLC and second-line metastatic hepatocellular carcinoma (“HCC”), in 2023 for second-line locally advanced or metastatic NSCLC with driver gene negative/unknown, second-line metastatic MSI-H solid tumors, second-line locally advanced or metastatic esophageal squamous cell carcinoma (“ESCC”), and first-line recurrent or metastatic nasopharyngeal cancer (“NPC”), in 2024 for first-line locally advanced unresectable or metastatic gastric or gastroesophageal junction adenocarcinoma (“G/GEJA”) with high PD-L1 expression and first-line unresectable locally advanced, recurrent or metastatic ESCC, and in 2025 for first-line metastatic G/GEJA irrespective of PD-L1 expression status, first-line extensive stage small cell lung cancer (“ES-SCLC”) and first-line unresectable or metastatic HCC, and in 2026 for peri-operative treatment for resectable stage II and IIIA NSCLC.

Market		Approval
China		for neoadjuvant treatment in combination with platinum-based chemotherapy and for adjuvant treatment as monotherapy after surgery in patients with resectable stage II or III NSCLC
	in combination with etoposide and platinum chemotherapy as the first-line treatment for patients with extensive-stage small cell lung cancer
	for the first-line treatment of patients with locally advanced unresectable or metastatic gastric or gastroesophageal junction adenocarcinoma with high PD-L1 expression in combination with fluoropyrimidine and platinum chemotherapy
	for first-line treatment of patients with unresectable, locally advanced or metastatic squamous NSCLC in combination with chemotherapy
	for first-line treatment of patients with unresectable, locally advanced or metastatic non-squamous NSCLC, with epidermal growth factor receptor (“EGFR”) genomic tumor aberrations negative and ALK genomic tumor negative in combination with pemetrexed and platinum chemotherapy
	for second- or third-line treatment of patients with locally advanced or metastatic NSCLC who progressed on prior platinum-based chemotherapy
	for the treatment of patients with locally advanced or metastatic ESCC who have disease progression following or are intolerant to first-line standard chemotherapy
	for first-line treatment of patients with locally advanced or metastatic ESCC in combination with chemotherapy
	for first-line treatment of patients with recurrent or metastatic NPC
	for first-line treatment of patients with unresectable or metastatic HCC
	for the treatment of patients with advanced HCC who have received Sorafenib, Lenvatinib or systemic chemotherapy containing Oxaliplatin
	conditional approval for the treatment of patients with locally advanced or metastatic urothelial carcinoma (“UC”) with PD-L1 high expression whose disease progressed during or following platinum-containing chemotherapy or within 12 months of neoadjuvant or adjuvant treatment with platinum-containing chemotherapy
	conditional approval for patients with previously treated, locally advanced unresectable or metastatic microsatellite instability-high (“MSI-H”) or mismatch repair-deficient (“dMMR”) solid tumors

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Market		Approval
Europe		for first-line treatment of adult patients with unresectable, locally advanced or metastatic ESCC whose tumors express PD-L1 with a tumor area positivity (“TAP”) score > 5%, in combination with platinum-based chemotherapy
	as monotherapy is indicated for the treatment of adult patients with unresectable, recurrent, locally advanced or metastatic ESCC after prior chemotherapy
	for the first-line treatment of adult patients with non-squamous NSCLC, whose tumors have PDL1 expression on >50% of tumor cells with no EGFR or ALK positive mutations and who have locally advanced NSCLC and are not candidates for surgical resection or platinum-based chemoradiation, or metastatic NSCLC, in combination with pemetrexed and platinum-containing chemotherapy;
	for the first-line treatment of adult patients with squamous non-small cell lung cancer who have: locally advanced NSCLC and are not candidates for surgical resection or platinum-based chemoradiation, or metastatic NSCLC in combination with carboplatin and either paclitaxel or nab-paclitaxel
	as monotherapy is indicated for the treatment of adult patients with locally advanced or metastatic non-small cell lung cancer after prior platinum-based therapy
	in combination with etoposide and platinum chemotherapy, is indicated for the first-line treatment of adult patients with extensive-stage SCLC
	in combination with gemcitabine and cisplatin, is indicated for the first-line treatment of adult patients with recurrent, not amenable to curative surgery or radiotherapy, or metastatic NPC
	in combination with platinum-containing chemotherapy as neoadjuvant treatment and then continued as monotherapy as adjuvant treatment, is indicated for the treatment of adult patients with resectable NSCLC at high risk of recurrence
	for the first-line treatment of adult patients with HER-2-negative locally advanced unresectable or metastatic gastric or gastroesophageal junction (“G/GEJ”) adenocarcinoma whose tumors express PD- L1 with a TAP score > 5%, in combination with platinum and fluoropyrimidine-based chemotherapy
	alternative dosing regimen of 400mg administered once every 6 weeks (Q6W) for all approved indications
Japan		in combination with fluorouracil and cisplatin, is indicated for the first-line treatment of patients with unresectable locally advanced, recurrent or metastatic esophageal carcinoma (“EC”)
	is indicated for patients with unresectable locally advanced, recurrent or metastatic EC that have progressed after cancer chemotherapy
U.S.		in combination with platinum-containing chemotherapy for the first-line treatment of adults with unresectable or metastatic ESCC whose tumors express PD-L1 (≥1)
	in adults with unresectable or metastatic ESCC after prior systemic chemotherapy that did not include a PD-L1 inhibitor
	in combination with platinum and fluoropyrimidine based chemotherapy, for the first-line treatment of adults with unresectable or metastatic HER2 negative gastric or gastroesophageal junction adenocarcinoma whose tumors express PD-L1 (≥ 1)
	alternative dosing regimen of TEVIMBRA (tislelizumab) of 150mg administered once every 2 weeks (Q2W) of 300mg administered once every 4 weeks (Q4W) of 400mg administered once every 6 weeks (Q6W) in 1L /2L ESCC and GC

In-Licensed Products from Amgen

We are currently commercializing the following cancer medicines in China under an exclusive license from Amgen:

XGEVA®

XGEVA (denosumab) is an antibody-based RANK ligand (“RANKL”) inhibitor that was approved globally for the prevention of skeletal-related events (“SREs”) in patients with bone metastases from solid tumors and in patients with multiple myeloma (“MM”), and for the treatment of adults and skeletally mature adolescents with giant cell tumor of bone (“GCTB”). XGEVA is approved in over 70 countries worldwide. In China, XGEVA received conditional approval in the GCTB indication in May 2019 (converted to regular approval) and received conditional approval for the SRE indications in November 2020. We began marketing XGEVA in China in July 2020. In December 2020, we announced the inclusion of XGEVA in the NRDL for the treatment of GCTB, which was successfully renewed for inclusion in 2023. Beginning in January 2024, the SRE indication was also included in the NRDL.

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BLINCYTO®

BLINCYTO (blinatumomab), a bispecific CD-19 directed CD3 T-cell engager, is the first and only approved bi-specific T-cell engager (“BiTE”) immunotherapy. It has been approved in 60 countries for use in patients with acute lymphoblastic leukemia (“ALL”). In China, BLINCYTO received conditional approval as a treatment for adult patients with R/R ALL in December 2020 (converted to regular approval) and was conditionally approved in April 2022 for pediatric patients with R/R B-cell precursor ALL. We began commercializing BLINCYTO in August 2021.

KYPROLIS®

KYPROLIS (carfilzomib), a proteasome inhibitor, has been approved in over 60 countries for use in patients with R/R MM. It was approved in China as a treatment for patients with R/R MM in July 2021 and we began commercializing KYPROLIS in January 2022. KYPROLIS was included on the NRDL beginning in March 2023 for its approved indication in China.

In-Licensed Products from Bristol-Myers Squibb Company (“BMS”)

As part of our settlement agreement with BMS, our commercialization of the following cancer medicines licensed from BMS terminated in February 2025: REVLIMID® (lenalidomide), an oral immunomodulatory medicine; and VIDAZA® (azacitidine for injection), a pyrimidine nucleoside analog that has been shown to reverse the effects of DNA hypermethylation and promote subsequent gene re-expression.

Other In-Licensed Products

We commercialize the following medicines in China under an exclusive license from EUSA Pharma, a Recordati company:

SYLVANT®

SYLVANT (siltuximab), an interleukin-6 (“IL-6”) antagonist, was approved as a treatment for patients with idiopathic multicentric Castleman disease (“iMCD”) who are human immunodeficiency virus (“HIV”) negative and human herpesvirus-8 (“HHV-8”) negative. SYLVANT was approved in China in December 2021 for the treatment of adult patients with MCD who are HIV negative and HHV-8 negative, also known as iMCD. Beginning in January 2024, Sylvant was included in the NRDL.

QARZIBA®

QARZIBA (dinutuximab beta), a mouse-human chimeric monoclonal GD2 antibody, was granted conditional approval by the NMPA for the treatment of high-risk neuroblastoma in patients aged 12 months and above who have previously received induction chemotherapy and achieved at least a partial response, followed by myeloablative therapy and stem cell transplantation, as well as patients with a history of R/R neuroblastoma with or without residual disease. We began commercializing QARZIBA in December 2021.

We commercialize the following product in China under an exclusive license from Bio-Thera:

POBEVCY® (BAT1706)

POBEVCY is a biosimilar to Avastin (bevacizumab) developed by Bio-Thera Solutions, Ltd., a commercial-stage biopharmaceutical company located in Guangzhou, China. In China, Avastin is approved for the treatment of patients with metastatic colorectal cancer, NSCLC, glioblastoma, ovarian, fallopian tube or primary peritoneal, and cervical cancers.

POBEVCY was approved by the NMPA in China in November 2021 and launched in late 2021 for the treatment of patients with advanced, metastatic or recurrent NSCLC, metastatic colorectal cancer, recurrent glioblastoma, epithelial ovarian, fallopian tube, or primary peritoneal cancer and cervical cancer.

We have acquired the right to develop, manufacture and commercialize POBEVCY in China, including Hong Kong, Macau, and Taiwan.

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We commercialize the following product in China under an exclusive license from Luye Pharma:

BAITUOWEI® (goserelin microspheres for injection)

Baituowei (Goserelin Microspheres for Injection), developed by Luye Pharma, is the world’s first and only approved microsphere formulation of Goserelin. With its innovative microsphere formulation, Baituowei is able to ensure efficacy and safety while significantly improving patient experience. Baituowei was approved by the NMPA in China in June 2023 for the treatment of patients with prostate cancer requiring androgen deprivation therapy and included in the NRDL in 2023 and was approved by the NMPA in China in September 2023 for treating breast cancer (“BC”) in premenopausal and perimenopausal women that can be treated with hormones and included in the NRDL in 2024.

Reimbursement and Market Access

Our sales are largely dependent on the availability and extent of coverage and reimbursement by third-party payors. In many markets these third parties are government health systems and in some markets, such as the U.S., there are also private payors such as private health insurers and health systems. As of December 31, 2025, we have commercialized our products in over 60 markets.

In the U.S., most health insurance coverage is provided by private insurers, often accessed via employer-sponsored plans, and the two main public insurance programs, Medicare and Medicaid. All three types of programs usually have some type of coverage for pharmaceutical products. There is no central list of covered pharmaceuticals in the U.S., as there is no single payer system. As such, the prices paid for pharmaceuticals in the U.S. can vary.

We offer patient assistance programs in the U.S. under our myBeOne Support program. This program seeks to enhance access to BRUKINSA and TEVIMBRA by assisting with obtaining reimbursement, co-pay assistance when allowed, temporary supply of free product for insurance delays, and free product assistance for some uninsured and underinsured patients. Oncology Nurse Advocates at myBeOne Support provide education and information about BRUKINSA and TEVIMBRA and their approved indications, and connect patients to advocacy organizations such as cancer support groups and transportation/lodging assistance.

In China, there is one main payor, the government’s national health care coverage system, which provides Basic Medical Insurance to the majority (greater than 95%) of China’s approximately 1.4 billion people. There are three types of coverage plans in China at the national level that depend on if a resident lives in an urban or rural setting and if they are employed. The different plans have different characteristics in terms of how the plan is paid for and what it covers. Coverage and reimbursement of pharmaceuticals in China comes under the purview of the NHSA, which oversees the NRDL. The NRDL is composed of three lists. The ‘A’ and ‘B’ lists are commonly referred to as the ‘regular’ lists. The A list generally includes older, off-patent medicines, while the B list generally includes newer medicines, some with remaining patent protection, which are reimbursed at a lower rate compared to the A list. In 2017, a third list was added to the system, often referred to as the ‘C’ list or the ‘negotiation’ list. This list generally includes newer innovative medicines which are accepted on the list after successful negotiation between the NHSA and the company. Typically, inclusion on the C list is accompanied by a discount to the prevailing list price in China for the medicine at the time of inclusion. The NRDL price for a medicine is its prevailing price in China, but the actual reimbursement rate that is used can be modified at the provincial level. In the 2022 NRDL, a price bidding process for non-exclusive drugs was undertaken on the C list to set the national reimbursement price benchmark.

Several of our medicines are listed in the NRDL. The latest NRDL list was announced in December 2025. The following medicines and indications have been included in the NRDL, effective January 1, 2026:

•TEVIMBRA in its eligible approved indications:

–In combination with platinum-based chemotherapy for neoadjuvant treatment, followed by continuation of this product as monotherapy for adjuvant treatment after surgery, for patients with resectable stage II or IIIA NSCLC (approved in October 2024 and included in the NRDL in 2025);

–As a first-line treatment for patients with unresectable or metastatic HCC (approved in December 2023 and included in the NRDL in 2024);

–In combination with etoposide and platinum chemotherapy as the first-line treatment for patients with ES-SCLC (approved in June 2024 and included in the NRDL in 2024);

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–In combination with fluoropyrimidine and platinum chemotherapy, for the first-line treatment of patients with locally advanced unresectable or metastatic gastric or gastroesophageal junction adenocarcinoma (approved in April 2024 and included in the NRDL in 2024)1;

–In combination with paclitaxel plus platinum- or fluoropyrimidine- and platinum-based chemotherapy, for the first-line treatment of patients with unresectable locally advanced, recurrent or metastatic ESCC (approved in May 2023 and included in the NRDL at the end of 2023);

–For the treatment of adult patients with locally advanced or metastatic non-squamous NSCLC with EGFR genomic tumor aberrations negative and ALK genomic tumor negative and have progressed after or did not tolerate prior platinum-based chemotherapy; and of adult patients with locally advanced or metastatic squamous NSCLC, with EGFR and ALK negative or unknown, that have progressed after or did not tolerate prior platinum-based chemotherapy (approved in December 2021 and included in the NRDL at the beginning of 2023);

–For the treatment of adult patients with advanced unresectable or metastatic MSI-H or dMMR solid tumors: patients with advanced colorectal cancer (“CRC”) who had been treated fluoropyrimidines, oxaliplatin and irinotecan; patients with other advanced solid tumors who develop disease progression after prior treatment and have no satisfactory alternative treatment options (approved in March 2022 and included in the NRDL at the beginning of 2023);

–For the treatment of patients with locally advanced or metastatic ESCC who have disease progression following or are intolerant to first-line standard chemotherapy (approved in April 2022 and included in the NRDL at the beginning of 2023);

–In combination with Gemcitabine and cisplatin, as first-line treatment in patients with recurrent or metastatic NPC (approved in June 2022 and included in the NRDL at the beginning of 2023);

–For use in combination with pemetrexed and platinum chemotherapy as a first-line treatment in patients with unresectable, locally advanced or metastatic non-squamous NSCLC, with EGFR genomic tumor aberrations negative and ALK genomic tumor negative (approved in June 2021 and included in the NRDL in 2021);

–For the treatment of patients with HCC who have been previously received Sorafenib, Lenvatinib or systemic chemotherapy containing Oxaliplatin (conditionally approved in June 2021 and included in the NRDL in 2021);

–For use in combination with paclitaxel and carboplatin as a first-line treatment in patients with unresectable, locally advanced or metastatic squamous NSCLC (approved in January 2021 and included in the NRDL in 2021); and

–For the treatment of patients with locally advanced or metastatic UC with PD-L1 high expression whose disease progressed during or following platinum-containing chemotherapy or within 12 months of neoadjuvant or adjuvant treatment with platinum-containing chemotherapy (conditionally approved in April 2020 and included in the NRDL in 2020).

•BRUKINSA successfully renewed its approved indications:

–In combination with obinutuzumab, for the treatment of adult patients with relapsed or refractory FL who have received at least two prior lines of systemic therapy (approved in May 2024 and included in the NRDL in 2024);

–For the treatment of patients with CLL or SLL (approved in April 2023 and included in the NRDL at the end of 2023)2;

1 The indication is an expansion of the previous indication “In combination with fluoropyrimidine- and platinum-based chemotherapy, for the first-line treatment of patients with locally advanced unresectable or metastatic gastric or gastroesophageal junction adenocarcinoma with high PD-L1 expression”, which was approved in February 2023 and included in the NRDL at the end of 2023.

2 The indication included “both treatment-naïve patients and adult patients with CLL/SLL who have received at least one prior therapy”. “For the treatment of adult patients with CLL/SLL who have received at least one prior therapy” was conditionally approved in June 2020 and included in the NRDL in 2020.

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–For the treatment of patients with WM (approved in April 2023 and included in the NRDL at the end of 2023)1; and

–For the treatment of adult patients with MCL who have received at least one prior therapy (conditionally approved in June 2020 and included in the NRDL in 2020).

•BAITUOWEI successfully renewed its approved indications:

–For the treatment of patients with BC in premenopausal and perimenopausal women that can be treated with hormone therapy (approved in September 2023 and included in the NRDL in 2024); and

–For the treatment of patients with prostate cancer requiring androgen deprivation therapy (approved in June 2023 and included in the NRDL at the end of 2023).

•PARTRUVIX successfully renewed its eligible approved indications:

–For the treatment of patients with germline BRCA (gBRCA) mutation-associated recurrent advanced ovarian, fallopian tube or primary peritoneal cancer who have been treated with two or more lines of chemotherapy (approved in April 2021 and included in the NRDL in 2021).

•SYLVANT successfully renewed its approved indications:

–For the treatment of adult patients with multicentric Castleman disease (“MCD”) who are human immunodeficiency virus (“HIV”) negative and human herpesvirus-8 (“HHV-8”) negative (approved in December 2021 and included in the NRDL at the end of 2023).

In 2025, NHSA promulgated the first edition of the Commercial Health Insurance Innovative Drug List (“CHIIDL”). It primarily includes innovative drugs with high innovation, significant clinical value, and substantial patient benefits that have not yet been included in the NRDL or for which NRDL coverage remains limited. The CHIIDL is recommended for reference by multi-tiered medical security systems, including commercial health insurance and medical mutual aid. The discount for drugs listed in the CHIIDL are determined through negotiations, with strict price confidentiality mechanisms.

The first edition of the CHIIDL was announced in December 2025. The following medicines and indications have been listed:

•ZIIHERA in its approved indications:

–For the treatment of patients with unresectable locally advanced or metastatic biliary tract cancer who have previously received systemic therapy and are HER2-high (IHC 3+) (approved in May 2025 and included in the CHIIDL in 2025).

•QARZIBA in its approved indications:

–For the treatment of patients ≥12 months of age with high-risk neuroblastoma who have previously received induction chemotherapy and achieved at least a partial response, followed by myeloablative therapy and stem cell transplant; also for the treatment of relapsed or refractory neuroblastoma with or without residual disease. Prior to treatment of relapsed neuroblastoma, appropriate measures should be taken to stabilize active progressive disease(approved in August 2021 and included in the CHIIDL in 2025).

In 2018, China started a new program to centrally purchase non-exclusive medicines for the nation’s health care system called “volume-based procurement,” or “group purchasing organization” or “4+7” when the program was first piloted in 11 major cities. After the 2018 pilot program, it was implemented nationally in 2019. It is a tender-based system that provides guaranteed volume for lowered pricing. Participation in the program requires a product to have passed a generic quality consistency evaluation, which in turn requires passing a bioequivalence comparison to the reference listed drug (“RLD”). The system offers a major portion of a market’s volume to winning bidders. More than one company can win a given tender, and more guaranteed volume is awarded as more bidders win. The system is still evolving and, as such, the exact terms of how many bidders win and what amount of volume is won and at what price are also evolving.

1 The indication included “both treatment-naïve patients and adult patients with WM who have received at least one prior therapy”. “For the treatment of adult patients with WM who have received at least one prior therapy” was conditionally approved in June 2021 and included in the NRDL in 2021; converted to regular approval in 2023.

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It is common in China for pharmaceutical companies to employ patient assistance programs to help patients afford their innovative medicines. These programs have typically been offered to patients who are self-paying. A typical program provides a certain number of free doses to patients after a certain number of doses have been paid for. Usually, these programs end when a medicine is included in the NRDL. We offer these types of patient assistance programs to our patients.

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Our Pipeline Products

The following table summarizes our pipeline as of February 26, 2026:

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The following table summarizes the status of our in-licensed drug candidates as of February 26, 2026:

Partner		Molecule / Asset		Indications		Phase		Commercial Rights
Amgen		Tarlatamab ^		SCLC		Phase 3		Mainland China
	Xaluritamig		Prostate cancer		Phase 1		Mainland China
Zymeworks, Jazz		Zanidatamab † + chemo + Tislelizumab		GEA		Phase 3		Asia*, Australia, New Zealand
	Zanidatamab † (monotherapy)		BTC		Phase 2		Asia*, Australia, New Zealand
DualityBio		BG-C9074/DB1312		BC, EC, OC, CCA, sqNSCLC		Phase 1a		Global
Ensem		CDK2i		BC and other solid tumors		Phase 1		Global
CSPC		MAT2Ai		Solid tumors		Phase 1		Global

^ Half-life extended BiTE®; † ZW25

* Excluding Japan and India

Abbreviations: AML = acute myelogenous leukemia; BC = breast cancer; BTC = biliary tract cancers; GEA = gastroesophageal adenocarcinoma; MDS = myelodysplastic syndromes; NSCLC = non-small cell lung cancer; SCLC = small cell lung cancer; EC = endometrial cancer; OC = ovarian cancer; CCA = cholangiocarcinoma

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Our Commercial- and Clinical-Stage Drug Candidates

A description of our commercial- and clinical-stage drug candidates and clinical data from selected clinical trials is set forth below. Historically, we have made available, and we intend to continue to make available, clinical data and/or topline results from clinical trials of our drug candidates in our press releases and/or filings with the U.S. Securities and Exchange Commission (“SEC”), the Stock Exchange of Hong Kong Limited (“HKEx”), and the Shanghai Stock Exchange (“SSE”), copies of which are available on the Investors section of our website.

Hematology

BRUKINSA (zanubrutinib), a BTK Inhibitor

We are currently evaluating zanubrutinib in a broad pivotal clinical program globally to treat a number of B-cell malignancies. Zanubrutinib has demonstrated sustained 24-hour BTK occupancy in the peripheral blood, bone marrow and lymph node compartments in patients. Zanubrutinib is the only BTK inhibitor to demonstrate superior progression-free survival in R/R CLL versus IMBRUVICA® (ibrutinib), an approved BTK inhibitor.

Clinical Development Updates and Regulatory Status

The global BRUKINSA clinical development program includes over 7,900 patients enrolled in more than 30 countries and regions across more than 45 trials. BRUKINSA is approved in more than 75 markets, and more than 265,000 patients have been treated globally.

Long‑term results from the SEQUOIA study demonstrate sustained clinical benefit with BRUKINSA® (zanubrutinib), reinforcing its differentiated profile in frontline CLL, both as monotherapy and in combination with venetoclax. These data were presented at the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting.

Additional SEQUOIA results presented at the 2025 American Society of Hematology (ASH) Annual Meeting further confirm the durability of efficacy, showing sustained disease control in treatment‑naïve CLL/SLL patients and continued favorable survival outcomes in the non‑randomized del(17p) cohort at 6 years of follow‑up.

Final analysis of the randomized Phase 2 ROSEWOOD study of zanubrutinib plus obinutuzumab (“ZO”) vs obinutuzumab monotherapy in patients with R/R FL confirmed the favorable risk-benefit profile of ZO. The objective response rate (“ORR”) and complete response (“CR”) rate with ZO improved over time, responses remained durable, and the PFS benefit over O was sustained. ZO had a manageable safety profile with no new safety signals observed; detailed data were presented at the annual ASH 2025 conference.

Results from the ALPINE trial in patients with CLL/SLL showed reduced risk of symptom deterioration associated with earlier disease progression in comparison with ibrutinib; detailed data were presented at the annual ASH 2025 conference.

Based on the clinical data to date, we believe that BRUKINSA has a best-in-class profile and we have initiated broad global pivotal programs in multiple indications, which led to regulatory approvals of five indications globally. Current ongoing Phase 3 studies include:

•MANGROVE: A Randomized Global Study Comparing Zanubrutinib Plus Rituximab vs. Bendamustine Plus Rituximab in subjects With Previously Untreated MCL Who Are Ineligible for Stem Cell Transplantation (NCT04002297).

•MAHOGANY: A Study of Zanubrutinib Plus Anti-CD20 Versus Lenalidomide Plus Rituximab in Participants With Relapsed/Refractory Follicular or Marginal Zone Lymphoma (MAHOGANY).

•SEQUOIA: A Global Phase 3 study Comparing Zanubrutinib With Bendamustine Plus Rituximab in Participants With Previously Untreated CLL or SLL, including participants without del(17p) [Cohort 1] and participants with del(17p) [Cohort 2 and Cohort 3]. Participants in Cohort 1 are randomized 1:1 to zanubrutinib (Arm A) or bendamustine plus rituximab (Arm B). Randomization will be stratified by age, Binet stage, immunoglobulin variable region heavy chain (IGHV) mutational status, and geographic region. Participants in Cohort 2 will receive treatment with zanubrutinib. Participants in Cohort 3 will receive treatment with zanubrutinib and venetoclax (NCT03336333).

We are also investigating zanubrutinib in several combination studies in MCL, MZL and CLL/SLL, including a Phase 3 trial in combination with sonrotoclax in front-line CLL/SLL. We continue to examine opportunities for zanubrutinib combinations with both sonrotoclax and our BTK-CDAC (BGB-16673).

We continue to pursue regulatory approvals for BRUKINSA globally.

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Sonrotoclax (BGB-11417), a Small Molecule BCL2 Inhibitor

Our differentiated BCL2 inhibitor, sonrotoclax, was intentionally designed to have higher potency and selectivity compared to venetoclax, with a shorter half-life and no accumulation. We believe that efficacy signals and safety data from more than 2,500 patients enrolled through February 2026 in different indications and in different combinations continue to support the pre-clinical best-in-class promise.

This year marked a series of significant milestones for the sonrotoclax program. Sonrotoclax was granted approval in China for adult patients with R/R MCL and CLL/SLL patients who have received at least one systemic therapy, including a BTK inhibitor. The approval is supported by data demonstrating deep and durable responses and manageable tolerability based on parallel submissions of data from two studies. In the Phase 1/2 single-arm study of patients with R/R MCL treated with 320 mg of sonrotoclax (n=103), overall response rate (ORR) as assessed by independent review committee (IRC) was 52.4% (95% CI, 42.4-62.4). In the Phase 2 open-label study of patients with R/R CLL/SLL treated with sonrotoclax (n=100), ORR as assessed by IRC was 77%.

We announced positive topline results for the Phase 2 sonrotoclax study in R/R MCL (NCT05471843) in August 2025. The study met its primary endpoint of ORR, and the study also showed promising results across several secondary efficacy endpoints, including CR rate, duration of response (“DOR”) and PFS. The safety profile was generally well-tolerated, and the toxicities were manageable. Based on these results, sonrotoclax was granted Breakthrough Therapy Designation for the treatment of adult patients with R/R MCL by the FDA in October 2025. Our new drug application of sonrotoclax for the treatment of adult patients with R/R MCL, following treatment with a BTK inhibitor, was granted Priority Review by the FDA in November 2025. In R/R CLL, our China-only pivotal Phase 2 trial (NCT05479994) had a positive readout based on 12-month follow-up. The 6-month follow up data formed the basis of our initial submission in China in April 2025, and a rolling submission of our 12-month follow-up data into the China NDA has been completed.

Multiple trials with registration potential have completed enrollment or are nearing complete enrollment. A Phase 2 study of sonrotoclax as monotherapy and in combinations with zanubrutinib in patients with R/R WM (NCT05952037) and a Phase 3 study of sonrotoclax plus zanubrutinib compared with venetoclax plus obinutuzumab in patients with TN CLL/SLL (NCT06073821) have completed enrollment. Our Phase 2 study of sonrotoclax plus zanubrutinib compared with zanubrutinib monotherapy, which is a regulatory requirement of our TN CLL filing package, also completed enrollment.

Initial results from an ongoing Phase 1/1b study (NCT04277637) were presented at ASH 2025. Sonrotoclax plus obinutuzumab was generally well-tolerated in patients with TN CLL/SLL, with no sonrotoclax discontinuations or deaths due to TEAEs. No laboratory or clinical TLS events occurred during sonrotoclax ramp-up. Encouraging antitumor activity was observed with sonrotoclax 320 mg. High rates of blood uMRD4 occurred early and deepened over time. All patients with an available C15 MRD assessment by NGS or FC achieved uMRD4 and remain in remission.

Initial results from an ongoing Phase 1b/2 study with sonrotoclax (NCT04973605) as monotherapy and in various combinations with carfilzomib and dexamethasone in patients with t(11;14)-positive R/R MM were also presented at ASH 2025. The sonrotoclax combination therapy demonstrated a tolerable safety profile and encouraging antimyeloma activity, with an 84% ORR and a 32% CR/sCR rate in heavily pretreated patients with t(11;14)-positive R/R MM.

With these encouraging results, our sonrotoclax program is steadily progressing with its first global approval, its first FDA and EMA new drug applications under review, and ongoing pivotal stage global development.

BGB-16673, a BTK-targeted CDAC

BGB‑16673 is an orally available, brain-penetrating BTK targeting CDAC designed to promote the degradation, or breakdown, of both wildtype and mutant forms of BTK, including those that commonly result in resistance to BTK inhibitors in patients who experience progressive disease. BGB-16673 is the most advanced BTK degrader in the clinic, with more than 1,000 patients treated to date across the global CaDAnCe clinical development program. The FDA granted Fast Track Designation to BGB-16673 in 2024 for the treatment of adult patients with R/R CLL/SLL who have been previously treated with at least two prior lines of therapy, including a BTK inhibitor and a BCL2 inhibitor, and adult patients with R/R MCL. In July 2025, we achieved PRIME designation from the EMA for BGB-16673 for the treatment of patients with WM previously treated with a BTK.

Updated efficacy and safety results from the ongoing Phase 1 CaDAnCe-101 study in patients with R/R CLL/SLL were presented at ASH 2025. Data demonstrate that BGB-16673 has a tolerable safety profile and shows robust and deepening responses in heavily pretreated patients.

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A Phase 2 expansion cohort of this study is enrolling in R/R CLL after BCL2 inhibitor and BTK inhibitor directed therapy (NCT05006716), and enrollment is ongoing in three Phase 3 studies (NCT06846671, NCT06970743, NCT06973187) designed to support filings in later lines of CLL, including a potential accelerated approval filing in R/R CLL in 2026 if data support such submission. In October 2025, we achieved first subject enrolled in CaDAnCe-304, our head-to-head study versus pirtobrutinib in R/R CLL. We are also enrolling in a platform study (NCT06634589) to generate combination data of strategic importance across multiple B-cell malignancies.

Solid Tumors

TEVIMBRA (tislelizumab), an anti-PD-1 Antibody

Tislelizumab is a humanized monoclonal antibody against the immune checkpoint receptor PD-1 that has been evaluated in pivotal clinical trials globally.

Clinical Development Updates and Regulatory Status

We have completed more than 15 registration-enabling clinical trials in lung, liver, urothelial carcinoma, and nasopharyngeal cancer globally, including 11 Phase 3 randomized trials and four Phase 2 trials supporting regulatory submissions globally. We have four active studies in HER2+ gastroesophageal adenocarcinoma (“GEA”), urothelial carcinoma, gastric cancer, and solid tumors:

•The Phase 3 HERIZON-GEA-01 trial evaluates ZIIHERA® (zanidatamab), a HER2-targeted bispecific antibody, in combination with chemotherapy, with and without TEVIMBRA, as a first-line treatment for HER2-positive locally advanced or metastatic GEA.

•A Phase 3 confirmatory trial in China to investigate tislelizumab plus either cisplatin or carboplatin plus gemcitabine in patients with locally advanced or metastatic urothelial carcinoma (NCT03967977).

•A global Phase 3 trial to investigate tislelizumab administered as subcutaneous injection versus intravenous infusion plus chemotherapy in patients with unresectable or metastatic gastric or gastroesophageal junction (“GEJ”) adenocarcinoma (NCT07043400).

•A Phase 2 trial in China to investigate tislelizumab in patients with MSI-H/dMMR solid tumors (NCT03736889).

Notably, the data from the first interim analysis of the HERIZON-GEA-01 trial were announced in January 2026 during the ASCO Gastrointestinal Cancers Symposium (“ASCO GI”). The addition of TEVIMBRA to ZIIHERA and chemotherapy demonstrated statistically significant and clinically meaningful improvements in both PFS and overall survival (“OS”) compared to the control arm, regardless of PD-L1 expression level. Results showed a 37% reduction in the risk of disease progression and a greater than 4-month improvement in mPFS as well as a 28% reduction in the risk of death and a greater than 7-month improvement in mOS. There is a high GEA burden in Asia, where we hold ZIIHERA rights, excluding Japan and India, along with TEVIMBRA. We intend to submit supplemental BLAs to the FDA for TEVIMBRA and to the Center for Drug Evaluation (“CDE”) of the NMPA for TEVIMBRA and ZIIHERA, based on these data. We also intend to work with regulatory authorities in our licensed territories to expedite regulatory submissions in these markets.

As of December 2025, we had enrolled over 15,800 subjects in clinical trials of tislelizumab monotherapy or in combination in more than 33 countries, including 5,000+ subjects outside of China. These studies include nine multi-regional registrational trials that are designed for global regulatory approvals. Data from our trials thus far have suggested that tislelizumab was generally well-tolerated and exhibited anti-tumor activity in a variety of tumor types.

Lung Cancer

BGB-58067, an MTA-Cooperative PRMT5 Inhibitor

BGB-58067 is an investigational MTA-Cooperative PRMT5 inhibitor being evaluated in a Phase 1 clinical trial (NCT06568614) as monotherapy in patients with MTAP deficiency advanced or metastatic solid tumors.

BG-T187, an anti-EGFR x MET x MET trispecific antibody

BG-T187 is an investigational anti-EGFR x MET x MET trispecific antibody being evaluated in a Phase 1 clinical trial (NCT06598800) as monotherapy or in combination with other therapeutic agents in patients with advanced solid tumors.

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BG-C0902, an EGFR x MET x MET trispecific ADC

BG-C0902 is an investigational EGFR x MET x MET trispecific ADC being evaluated in a Phase 1 clinical trial (NCT07181681) as monotherapy or in combination with other therapeutic agents in patients with advanced solid tumors.

BG-60366, an EGFR-targeted CDAC

BG-60366 is an investigational EGFR‑targeting CDAC being evaluated in a Phase 1 clinical trial (NCT06685718) as monotherapy in patients with EGFR-mutant Non-Small Cell Lung Cancer.

BG-89894 (SYH2039), a MAT2A Inhibitor

BG-89894 (SYH2039) is an investigational MAT2A inhibitor being evaluated in multiple Phase 1 clinical trials as mono and combo therapy in patients with advanced or metastatic solid tumors. We licensed this asset from CSPC Zhongqi Pharmaceutical Technology (Shijiazhuang) Co., Ltd in December 2024.

BGB-C354, an anti-B7-H3 ADC (development discontinued)

BGB-C354 is an investigational ADC targeting B7-H3 that was being evaluated in a Phase 1 clinical trial (NCT06422520) as monotherapy or in combination with tislelizumab in patients with advanced solid tumors. The trial is in closeout.

Gastro-Intestinal Cancer

Zanidatamab, a bispecific HER2-targeted antibody

ZIIHERA® (zanidatamab), a novel investigational bispecific antibody targeting HER2, is approved in the U.S., China, Canada and other markets for adults with previously treated, unresectable or metastatic HER2 positive (IHC 3+) biliary tract cancer (“BTC”). Zanidatamab is currently in late-stage clinical development with Zymeworks Inc./Jazz Pharmaceuticals plc (“Jazz”). We have development and commercial rights to zanidatamab in Asia (excluding Japan and India), Australia, and New Zealand. We are participating in one ongoing clinical study with zanidatamab, a global Phase 3 clinical trial (NCT05152147) examining zanidatamab in combination with chemotherapy with and without tislelizumab in HER2-positive gastroesophageal cancer. In November 2025, Jazz announced positive top-line results from the HERIZON-GEA-01 trial, and full data were disclosed at ASCO GI 2026.

A BLA for the HER2-amplified BTC indication in which zanidatamab is being used as monotherapy was approved by China NMPA in May 2025. In June 2025, Jazz announced that the Marketing Authorization Application for zanidatamab in 2L BTC was granted conditional marketing authorization by the EMA. BeOne intends to submit supplemental BLAs to the FDA for TEVIMBRA and to the CDE of the NMPA for TEVIMBRA and ZIIHERA, based on results from the HERIZON-GEA-01 trial. We also intend to work with regulatory authorities in our licensed territories to expedite regulatory submissions in these markets. We continue to participate with Jazz in a confirmatory study (NCT06282575) as first line treatment for subjects with HER2 + BTC.

In January 2026, the New Drug Submission (“NDS”) for ZIIHERA was approved by Health Canada for the treatment of adults with previously treated, unresectable locally advanced or metastatic HER2-positive (IHC 3+) BTC, as monotherapy. The approval was granted under Health Canada’s Notice of Compliance with Conditions pathway.

BGB-B2033, an anti-GPC3 x 4-1BB bispecific antibody

BGB-B2033 is an investigational anti-GPC3 x 4-1BB bispecific antibody being evaluated in a Phase 1 clinical trial (NCT06427941) as monotherapy or in combination with tislelizumab and bevacizumab in patients with selected advanced or metastatic solid tumors. In December 2025, the FDA granted Fast Track Designation to BGB-B2033 for the treatment of adult patients with HCC with disease progression on or after prior systemic treatment.

BG-C477, an anti-CEA ADC

BG-C477 is an investigational ADC targeting CEA being evaluated in a Phase 1 clinical trial (NCT06596473) as monotherapy in patients with selected advanced solid tumors.

BG-C137, an anti-FGFR2b ADC

BG-C137 is an investigational ADC targeting FGFR2b being evaluated in a Phase 1 clinical trial (NCT06625593) as monotherapy in patients with advanced solid tumors.

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BGB-26808, an HPK-1 Inhibitor

BGB-26808 is a second-generation HPK-1 inhibitor with a different scaffold from BGB-15025 being evaluated in a Phase 1 clinical trial (NCT05981703) as monotherapy or in combination with tislelizumab in patients with advanced solid tumors.

BGB-53038, a Pan-KRAS Inhibitor

BGB-53038 is an investigational Pan-KRAS inhibitor being evaluated in a Phase 1 clinical trial (NCT06585488) as monotherapy and in combinations in patients with advanced or metastatic solid tumors with KRAS mutations or amplifications.

BGB-B3227, an anti-MUC1 x CD16A bispecific antibody (development discontinued)

BGB-B3227 is an investigational anti-MUC1 x CD16A bispecific antibody that was being evaluated in a Phase 1 clinical trial (NCT06540066) as monotherapy or in combination with tislelizumab in patients with advanced or metastatic solid tumors. The trial is in closeout.

Breast/Gynecologic Cancer

BGB-43395, a CDK4 Inhibitor

BGB-43395 is an investigational CDK4 inhibitor being evaluated in a Phase 1 clinical trial (NCT06120283) as monotherapy or in combination with either fulvestrant or letrozole in patients with hormone receptor positive (“HR+”) and human epidermal growth factor 2 negative (“HER2-”) BC and other advanced solid tumors.

BG-C9074, an anti-B7-H4 ADC

BG-C9074 is an investigational ADC targeting B7-H4 being evaluated in a Phase 1 clinical trial (NCT06233942) as monotherapy or in combination with tislelizumab in patients with advanced solid tumors. BG-C9074 is licensed from Duality Biologics (Suzhou) Co., Ltd.

BG-68501, a CDK2 Inhibitor

BG-68501 is an investigational CDK2 inhibitor being evaluated in a Phase 1 clinical trial (NCT06257264) as monotherapy or in combination with fulvestrant with or without BGB-43395 in patients with HR+ and HER2- BC and other advanced solid tumors. BG-68501 is licensed from Ensem Therapeutics, Inc.

BG-75098, a CDK2 CDAC

BG-75098 is an investigational CDK2 CDAC being evaluated in a Phase 1 clinical trial (NCT07226349) alone and in combination with BGB-43395 and fulvestrant in participants with advanced solid tumors.

BGB-75202, a KAT6A/B Inhibitor

BG-75202 is an investigational lysine acetyltransferase (“KAT6A/B”) inhibitor being evaluated in a Phase 1 clinical trial (NCT07222267) alone and in combination with other therapies in participants with breast cancer and other advanced solid tumors.

BGB-21447, a BCL2 Inhibitor

BGB-21447 is an investigational BCL2 inhibitor being evaluated in a Phase 1 clinical trial (NCT05828589) as monotherapy in BC and other solid tumors. In preclinical studies, BGB-21447 shows additional potency and selectivity, with a longer half-life than sonrotoclax.

BGB-B445, an anti-Claudin 6 x CD3 bispecific antibody

BGB-B445 is an investigational anti-claudin 6 x CD3 bispecific antibody being evaluated in a Phase 1 clinical trial (NCT06803680) as a monotherapy in advanced or metastatic solid tumors.

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Immunology & Inflammation

BGB-45035, an IRAK4 targeted CDAC

BGB-45035 is an investigational interleukin-1 receptor-associated kinase 4 (“IRAK4”) targeting CDAC being evaluated in a Phase 1 clinical trial (NCT06342713) as monotherapy in healthy participants and patients with atopic dermatitis or prurigo nodularis and in a Phase 2 clinical trial (NCT07100938) in adults with moderate to severe active rheumatoid arthritis.

BGB-16673, a BTK targeted CDAC

BGB-16673 is being evaluated in a Phase 1 clinical trial (NCT07005713) in adults with chronic spontaneous urticaria.

Our Preclinical Programs

We have deep expertise in designing small molecule inhibitors and biologics, and are emerging leaders in protein degradation, bi- and tri-specific antibodies, and ADCs.

In the last decade, our preclinical research and development platform has generated more than 35 clinical stage assets, including four internally-developed molecules that have been commercially approved. In 2024 and 2025, we advanced 18 NMEs into the clinic. Our discovery engine is a full-process technology system spanning from early discovery to commercialization of oncology medicines based on multiple drug technology platforms that can be applied to oncology and other fields. Currently, we have over 70 preclinical programs and we believe the majority have best-in-class or first-in-class potential.

We anticipate advancing many of our preclinical drug candidates into the clinic in the next 12 months. We believe that we have the opportunity to combine assets within our pipeline. We also may seek to develop companion diagnostics that will help identify patients who are most likely to benefit from the use of our medicines and drug candidates.

Manufacturing and Supply

We manufacture our medicines and drug candidates internally and in some cases with the help of contract manufacturing organizations (“CMOs”). The manufacturing of our medicines and drug candidates is subject to extensive regulations that impose various procedural and documentation requirements governing recordkeeping, manufacturing processes and controls, personnel, quality control, and quality assurance, among others. Our manufacturing facilities and the facilities of the CMOs we use to manufacture our medicines and drug candidates operate under current good manufacturing practice (“cGMP”) conditions. cGMP regulations are requirements for the production of pharmaceuticals that will be used in humans.

Our Manufacturing Facilities

We have manufacturing facilities for small molecule drugs and large molecule biologics in Suzhou and Guangzhou, China, respectively, to support the commercialization and potential future demand of our internally developed or in-licensed products. In July 2024, we opened our flagship U.S. campus for clinical R&D and biologics manufacturing in New Jersey.

Our U.S. manufacturing facility is located on a 42-acre site at the Princeton West Innovation Park in Hopewell, New Jersey. The Hopewell facility is positioned strategically in the Interstate 95 corridor of New Jersey, with a deep and rich talent pool, and has more than one million square feet of developable real estate for potential future expansion to cover our existing medicines and pipeline. This site has 8,000 liters of large molecule biologics manufacturing capacity. This site is now fully online with the successful technology transfer and qualification of our TEVIMBRA process, marking our first U.S.-based expected commercial manufacturing.

Our manufacturing facility in Suzhou is 52,000 square meters and consists of a manufacturing base for small molecule drug products with an annual production capacity of approximately 600 million tablets and capsules. The facility meets or exceeds design criteria of the U.S., EU, and China regulatory requirements, and has been in operation for clinical product supply since the beginning of 2024, with commercial supply in operation since May 2025. The biologics manufacturing business at the former site in Suzhou concluded in January 2025, with some quality control testing expected to continue until the second quarter of 2026.

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Our commercial-scale large-molecule biologics manufacturing facility in Guangzhou is approximately 158,000 square meters. Phases 1 and 2 (completed in September 2019 and December 2020, respectively) provide 24,000 liters of single-use bioreactor capacity and are approved for end-to-end commercial manufacturing of TEVIMBRA for the China market. In 2024, we qualified Phase 3 capacity consisting of eight 5,000-liter bioreactors, increasing total capacity to 64,000 liters. Additionally, in April 2024, we commissioned a new campus that includes an ADC manufacturing facility and 1,000 liters of biologics clinical production capacity. The campus also includes reserved land for future expansion to support pipeline development. Following this expansion, total biologics manufacturing capacity at the Guangzhou facility will be approximately 65,000 liters.

Contract Manufacturing Organizations

We currently rely on, and expect to continue to rely on, a limited number of third-party CMOs and CROs for the production of some drug products and drug substances and the supply of raw materials to meet the commercial, clinical, and preclinical needs of our medicines and drug candidates. We have adopted procedures to ensure that the production qualifications, facilities, and processes of the third-party suppliers engaged by us comply with relevant regulatory requirements and our internal quality and operational guidelines. We select our third-party suppliers carefully by considering a number of factors, including their qualifications, relevant expertise, production capacity, geographic proximity, reputation, track record, product quality, reliability in meeting delivery schedules, and business terms.

With our internal manufacturing capabilities and continued partnership with global contract manufacturers, we continue to diversify our global supply network and, supported by our established strategy to maintain sufficient safety stock of our products, do not anticipate any disruptions to supply. We have commercial supply and related agreements with our manufacturing service providers. An ex-China active pharmaceutical ingredients (“API”) source was approved by both FDA and EMA in 2025. For our commercial and clinical stage products in-licensed from Amgen and others, we rely on the licensors and their manufacturing facilities or their CMOs for the supply of those medicines and drug candidates.

Our agreements with the outsourced suppliers engaged by us generally set out terms, including product quality or service details, technical standards or methods, delivery terms, agreed price and payment, and product inspection and acceptance criteria. Our outsourced suppliers procure raw materials themselves. Either party may terminate the agreements by serving notice to the other party under certain circumstances.

We generally obtain raw materials for our manufacturing activities from various suppliers who we believe have sufficient capacity to meet our demands. Raw materials and starting materials used at our facilities include APIs custom-made by our third-party CMOs and excipients, which are commercially available from well-known vendors that meet the requirements of the relevant regulatory agencies. The core raw materials used in manufacturing at our Guangzhou facility are genetically modified cell lines that we have co-developed and licensed from Boehringer Ingelheim and other third parties.

We typically order raw materials on a purchase order basis and do not enter into long-term, dedicated capacity or minimum supply arrangements. Our suppliers are generally not responsible for any defects in our finished products.

Amgen Collaboration

Collaboration Agreement

On October 31, 2019, our wholly-owned subsidiary, BeOne Medicines I GmbH, entered into a Collaboration Agreement with Amgen, which became effective on January 2, 2020 (as amended, the “Amgen Collaboration Agreement”). Pursuant to the terms of the Amgen Collaboration Agreement, we are responsible for commercializing Amgen’s oncology products XGEVA®, BLINCYTO® and KYPROLIS® in China (excluding Hong Kong, Macao and Taiwan) (“Collaboration Territory”), with the commercialization period for XGEVA® commencing following the transition of operational responsibilities for the product. The parties have agreed to equally share profits and losses for the products in the Collaboration Territory during each product’s commercialization period. We entered into an amendment to the Amgen Collaboration Agreement in November 2025 to extend our commercialization rights to these products in the Collaboration Territory for so long as each product is sold in the Collaboration Territory following each product’s regulatory approval in the Collaboration Territory.

Additionally, pursuant to the terms of the Amgen Collaboration Agreement, we and Amgen have agreed to collaborate on the global clinical development and commercialization of a portfolio of Amgen clinical- and late-preclinical-stage oncology pipeline products. Starting from the commencement of the Amgen Collaboration Agreement, we and Amgen will co-fund global development costs, with BeOne contributing up to $1.25 billion worth of development services and cash over the term of the collaboration. We will be eligible to receive tiered mid-single digit royalties on net sales of each product globally outside of the Collaboration Territory on a product-by-product and country-by-country basis, until the latest of the expiration of the last valid patent claim, the expiration of regulatory exclusivity, or the earlier of eight years after the first commercial sale of such product in the country of sale and 20 years from the date of first commercial sale of such product anywhere in the world.

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For each pipeline product that is approved in the Collaboration Territory, we will have the right to commercialize the product for seven years, with the parties sharing profits and losses for the product in the Collaboration Territory equally. After the expiration of the seven-year commercialization period, each product will be transitioned back to Amgen and we will be eligible to receive tiered mid-single to low-double digit royalties on net sales in the Collaboration Territory for an additional five years. The parties are subject to specified exclusivity requirements in the Collaboration Territory and the rest of the world. For more information regarding our rights to royalties from sales of IMDELLTRA®, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Business Developments—Royalty Purchase Agreement.”

In connection with our ongoing assessment of the Amgen Collaboration Agreement cost-share contributions, we determined that our further investment in the development of AMG 510 was no longer commercially viable for us. As a result, in February 2023, we entered into an amendment to the Amgen Collaboration Agreement to (i) stop sharing costs with Amgen for the further development of AMG 510 during the period starting January 1, 2023 and ending August 31, 2023; and (ii) cooperate in good faith to prepare a transition plan with the termination of AMG 510 from the Amgen Collaboration Agreement.

BeOne Medicines Ltd. has guaranteed certain obligations of BeOne Medicines I GmbH under the Amgen Collaboration Agreement pursuant to the terms of a separate Guarantee Agreement.

The Amgen Collaboration Agreement contains customary representations, warranties and covenants by the parties. The agreement will continue in effect on a product-by-product basis unless terminated by either party pursuant to its terms. The agreement may be terminated by mutual written consent of the parties, or by either party upon the other party’s uncured material breach, insolvency, failure to comply with specified compliance provisions, or subject to a specified negotiation mechanism, certain adverse economic impacts or the failure to meet commercial objectives. In addition, Amgen may terminate the agreement with respect to a pipeline product in the event it suspends development of such pipeline product on specified terms, subject to the parties determining whether to continue development of the pipeline product in the Collaboration Territory.

Share Purchase Agreement

In connection with the Amgen Collaboration Agreement, pursuant to a share purchase agreement dated October 31, 2019, as amended, by and between BeOne Medicines Ltd. and Amgen (as amended, the “Share Purchase Agreement”), we issued to Amgen 206,635,013 ordinary shares in the form of 15,895,001 ADSs of the Company on January 2, 2020, representing approximately 20.5% of our then outstanding shares, for an aggregate purchase price of $2.78 billion, or $13.45 per ordinary share, or $174.85 per ADS.

Pursuant to the Share Purchase Agreement, Amgen agreed to (i) a lock-up on sales of its shares until the earliest of (a) the fourth anniversary of the closing, (b) the expiration or termination of the Collaboration Agreement and (c) a change of control of BeOne Medicines Ltd., (ii) a standstill until the date on which it holds less than 5% of our then outstanding shares, and (iii) a voting agreement to vote its shares on certain matters presented for shareholder approval until the later of (a) the fifth anniversary of the closing and (b) the expiration of the standstill period, all under specified circumstances and as set forth in the agreement. Following the later of (i) the expiration of the lock-up period and (ii) the expiration of the standstill period, Amgen has agreed not to sell shares representing more than 5% of our then outstanding shares in any rolling 12-month period. The lock-up has since expired and under the terms of the Share Purchase Agreement, Amgen now has specified registration rights. Additionally, we have agreed to use reasonable best efforts to provide Amgen with an opportunity to participate in subsequent new securities offerings upon the same terms and conditions as other purchasers in the offering in an amount needed to allow Amgen to hold up to 20.6% of our shares, subject to applicable law and HKEx rules and other specified conditions.

On March 17, 2020, BeOne Medicines Ltd. and Amgen entered into an Amendment No. 2 (the “Second Amendment”) to the Share Purchase Agreement in order to account for periodic dilution from the issuance of shares by us, which agreement was restated in its entirety on September 24, 2020 (the “Restated Second Amendment”). Pursuant to the Restated Second Amendment, Amgen had an option (the “Direct Purchase Option”) to subscribe for additional ADSs in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of our outstanding shares. The Direct Purchase Option was exercisable on a monthly basis, but only if Amgen’s interest in our outstanding shares at the monthly reference date was less than 20.4%. The Direct Purchase Option (i) was exercisable by Amgen solely as a result of dilution arising from issuance of new shares by us under our equity incentive plans from time to time, and (ii) was subject to annual approval by our independent shareholders each year during the term of the Restated Second Amendment. The exercise period of the Direct Purchase Option commenced on December 1, 2020 and terminated on December 1, 2023.

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On January 30, 2023, BeOne Medicines Ltd. and Amgen entered into an Amendment No. 3 to the Share Purchase Agreement, pursuant to which Amgen elected to relinquish its right to appoint a designated director to the Company’s board of directors on account of the Company’s global growth. The Company has retained Anthony C. Hooper, who was Amgen’s director designee on the Company’s board of directors until Amgen relinquished its right to appoint a designated director. Mr. Hooper was most recently re-elected by shareholders in 2025.

Intellectual Property

The proprietary nature of, and protection for, our medicines, drug candidates, and their methods of use are an important part of our strategy to develop and commercialize novel medicines, as described in more detail below. We have filed patent applications and obtained patents in the U.S. and other countries and regions, such as Europe, Japan and China, relating to our medicines and certain of our drug candidates, and are pursuing additional patent protection for them and for our other drug candidates and technologies. We sometimes rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection, including our manufacturing processes. We also rely on know-how, continuing technological innovation and in-licensing opportunities to develop, strengthen, and support our development programs. Additionally, in various markets, a period of regulatory exclusivity may be provided for drugs upon approval. The scope and term of such regulatory exclusivity will vary but, in general, the period will run concurrently with the term of any existing patent rights associated with the drug at the time of approval.

As of February 13, 2026, we owned 68 issued U.S. patents, 16 issued European patents, 34 issued Japanese patents, 72 issued China patents, a number of pending patent applications in the U.S., Europe, Japan and China, and corresponding issued patents and pending patent applications internationally.

The key patents for our medicines and late-stage clinical drug candidates as of February 13, 2026, are summarized below:

Molecule		Territory		General Subject Matter		Expiration1
BRUKINSA®<br><br>(zanubrutinib)		U.S.		Composition of matter		2034
	U.S.		Crystalline forms		2037
	U.S.		Method of treatment		2037
	U.S.		Combination use		2039
	U.S.		Method of treatment		2043
	U.S.		Formulation		2040
	Europe		Composition of matter		20342
	Europe		Combination use		20373
	Europe		Crystalline form		2037
	Japan		Composition of matter		20344
	Japan		Crystalline forms		20374
	China		Composition of matter		20345
	China		Crystalline forms		2037
	China		Combination use		2037
TEVIMBRA®<br><br>(tislelizumab)		U.S.		Composition of matter		20336
	U.S.		Method of treatment		2039
	Europe		Composition of matter		20337
	Japan		Composition of matter		2033
	China		Composition of matter		20338
PARTRUVIX®<br><br>(pamiparib)		China		Composition of matter		2031
Sonrotoclax		U.S.		Composition of matter		2039
	Europe		Composition of matter		2039
	Japan		Composition of matter		2039
	China		Composition of matter		2039

1.Unless otherwise indicated, the expected expiration does not include any potential additional term for patent term extension (“PTE”), supplemental protection certificate (“SPC”) or pediatric exclusivity.

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2.SPCs have been filed in various European countries and have been granted at least in France, Germany, Italy, Spain and the UK, extending the original patent term in those countries to 2036.

3.This patent is the subject of a pending opposition proceeding at the European Patent Office (EPO).

4.Three PTE applications have been filed in Japan.

5.An application for PTE has been filed in China.

6.An application for PTE has been filed and if granted, will extend the original patent term to 2038.

7.SPCs have been pending or have been granted in various European countries, extending the original patent term in those countries, where granted, to 2038.

8.Multiple PTE applications have been filed in China.

Under our license and collaboration agreement with Zymeworks Inc. (“Zymeworks”), we have the right to develop and commercialize ZIIHERA® in certain Asian pacific countries. The key patents for it in China as of February 13, 2026 are summarized below:

Product		Territory		General Subject Matter		Expiration
ZIIHERA®		China		Composition of matter		2031
	China		Composition of matter		2032
	China		Composition of matter		2034
	China		Method of use		2039

Under our collaboration with Amgen, we have the right to commercialize three medicines in China. The key patents for them in China as of February 13, 2026 are summarized below:

Product		Territory		General Subject Matter		Expiration
BLINCYTO® (blinatumomab)		China		Method of use		2029
	China		Combination use		2031

We have one in-licensed medicine in China from Shandong Luye Pharmaceutical Co., Ltd (“Luye”). The key patent for it in China as of February 13, 2026 is summarized below:

Product	Territory	General Subject Matter	Expiration
BAITUOWEI® (goserelin microsphere)	China	Formulation	2034

Under our license and collaboration agreement with Zymeworks, Zymeworks retains the responsibility, but is not obligated, to prosecute, defend and enforce the patents for the corresponding in-licensed product. Under our license agreement with Amgen, Amgen retains the responsibility, but is not obligated, to prosecute, defend and enforce the patents for the corresponding in-licensed products. Under our license agreement with Luye, Luye retains the responsibility, but is not obligated, to prosecute the in-licensed patents for the corresponding in-licensed product, and we retain the responsibility, but are not obligated, to defend and enforce the patents for the corresponding in-licensed product.

In certain foreign jurisdictions similar extensions as compensation for regulatory delays are also available. The actual protection afforded by a patent varies on a claim by claim and country-by-country basis and depends upon many factors, including the type of patent, the scope of its coverage, the availability of any patent term extensions or adjustments, the availability of legal remedies in a particular country and the validity and enforceability of the patent.

Competition

We operate in a highly competitive global landscape, with our marketed products facing strong competition in regulated markets worldwide. Our primary competitors include a diverse array of entities, from leading global research-based biopharmaceutical companies to agile regional and local firms. These competitors are actively engaged in the development, production, and marketing of therapeutic products aimed at treating diseases similar to those in our current portfolio or pipeline. This global competition underscores the breadth and depth of our industry, requiring us to maintain a robust and agile approach to R&D and excel in the commercialization of our innovative medicines across international markets.

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The following table lists our key competitors for our principal products by competitor, product and territory, though it is not exhaustive.

Product		Competitor		Competitor-marketed product		Territory
BRUKINSA		AbbVie & Janssen		IMBRUVICA		U.S., Europe, Asia Pacific & China
	AstraZeneca		CALQUENCE		U.S., Europe, Asia Pacific & China
	Eli Lilly		JAYPIRCA		U.S., Europe, China & Japan
	Innocare		YINUOKAI		China, Singapore
TEVIMBRA		Merck		KEYTRUDA		U.S., Europe, Asia Pacific & China
	Bristol Myers Squibb		OPDIVO		U.S., Europe, Asia Pacific & China
	AstraZeneca		IMFINZI		U.S., Europe, Asia Pacific & China
	Roche		TECENTRIQ		U.S., Europe, Asia Pacific & China
	Merck KGaA		BAVENCIO		U.S., Europe, Asia Pacific & China
	Regeneron & Sanofi		LIBTAYO		U.S., Europe, Asia Pacific & China
	GSK		JEMPERLI		U.S., Europe, Asia Pacific & China
	Junshi		LOQTORZI		U.S., Europe, China & Middle Eastern
	Henlius		HANSIZHUANG		U.S., Europe, India, Peru & China
	Various Chinese companies		20+ products including PD-1/L1, IO BsAb		China
Sonrotoclax		AbbVie & Roche		VENCLEXTA		China
	Ascentage Pharma		Lisaftoclax		China

In addition, we have several promising candidates in the pivotal development stage, including BGB-16673, a BTK-targeted CDAC. These products are in various stages of clinical trials conducted globally and show potential in addressing unmet medical needs.

The following table lists our key competitors for our late-stage pipeline products by competitor, asset, latest development stage, and clinical trial territory, although it is not exhaustive.

Asset		Competitor		Competitor-asset		Latest development stage		Territory
Sonrotoclax		Ascentage Pharma		Lisaftoclax		Phase 3		Global
	Innocare		Mesutoclax		Pivotal Phase 2/3		China
				Phase 1		U.S. & Europe
BGB-16673		Nurix Therapeutics		NX-5948		Pivotal Phase 2		Global

Furthermore, we are advancing several promising candidates through pivotal programs, including ADCs, multispecific antibodies, and targeted therapies for lung, breast, and gastrointestinal cancers. Our candidates are well-positioned in the market to offer first-in-class and/or best-in-class profiles, particularly in addressing the limitations of existing treatments and offering new alternatives to patients.

Many of the larger companies we compete with are well-capitalized and dedicate a significant number of financial resources to support their research and development, while using business development to supplement their internal pipelines as well as investing heavily in commercialization capabilities. As a result, we must continuously invest and gain experience in the development, acquisition, and marketing of innovative and branded medicines and drug candidates to compete effectively in both current and future markets. This requires us to devote substantial funds and resources to develop and generate evidence that prevents the erosion of existing products and delivers revenue from the next waves of innovation.

The main forms of competition include efficacy, safety, and cost. The long-term success of our products depends on our ability to effectively demonstrate the value to physicians, patients, and third-party payers. This requires a much greater use of a direct sales force and promotion to realize significant revenues. We also have, and will continue to enter into, co-promotion, contract sales force or other such arrangements with third parties, for example, where our own direct sales force is not large enough or sufficiently well-aligned to achieve maximum market penetration. Furthermore, robust compliance approaches, science-based promotion model, and integrated management will also be competitive advantages in the industry in the long run, in which we invest significant effort to establish and grow.

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Government Regulation

Government authorities in the U.S., Europe, China and other jurisdictions extensively regulate the research and clinical development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing, and export and import of drugs like those we are developing and commercializing. Some jurisdictions also regulate drug pricing. Generally, for a new drug to be marketed, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific to each regulatory authority, submitted for review and approved by the regulatory authority.

U.S. Regulation

U.S. Government Regulation and Product Approval

In the U.S., the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (“FDCA”), and its implementing regulations, and biologics under the FDCA, its implementing regulations, and the Public Health Service Act (“PHSA”), and its implementing regulations.

U.S. Drug and Biologics Product Development

The process required by the FDA before a drug or biologic may be marketed in the U.S. generally involves the following:

•completion of preclinical laboratory tests and animal studies according to Good Laboratory Practices (“GLP”) guidance;

•completion of extensive chemistry, manufacturing, and control (“CMC”) studies;

•submission to the FDA of an IND application, which must become effective before human clinical trials may begin;

•performance of adequate and well-controlled human clinical trials according to Good Clinical Practice (“GCP”), to establish the safety and efficacy of the proposed drug or safety, purity and potency of the proposed biologic, for the intended use;

•preparation and submission to the FDA of an NDA for a small molecule drug or a BLA for a biologic;

•a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

•satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with cGMP;

•review of the product candidate by an FDA advisory committee, where appropriate and if applicable;

•payment of user fees for FDA review of the NDA or BLA (unless a fee waiver applies);

•FDA inspection of some clinical trial sites to ensure compliance with GCPs;

•FDA Sponsor/Monitor inspections;

•FDA review and approval of the NDA or licensing of the BLA and labeling; and

•Alignment on post-marketing requirements/commitments (if applicable).

Preclinical Studies and Clinical Trials

Once a product candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity, formulation and stability, as well as in vitro and animal studies. The conduct of the preclinical tests must comply with federal regulations and requirements, including GLP. The results of preclinical testing, along with other information, including information about product chemistry, manufacturing and controls and a proposed clinical trial protocol are reviewed by the FDA as part of an IND. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions related to the proposed clinical trial and places the trial on a full clinical hold. The FDA may also impose full or partial clinical holds at any time before or during clinical trials due to safety concerns or noncompliance and may be imposed on all products within a certain class of products.

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All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations. Further, an institutional review board (“IRB”) must review and approve the plan for any clinical trial before it commences at any institution, and the IRB must conduct continuing review and reapprove the study at least annually. An IRB considers, among other things, whether the risks to individuals participating in the clinical trial are minimized and are reasonable in relation to anticipated benefits. Some trials are overseen by an independent group of qualified experts organized by the trial sponsor, known as a data safety monitoring board or committee. This group provides authorization as to whether or not a trial may move forward at designated check points based on access that only the group maintains to available data from the trial and may recommend halting the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy.

Each new clinical protocol and amendments that significantly affect the safety of subjects, the scope of the investigation, or the scientific quality of the protocol must be filed with the FDA as an IND protocol amendment and submitted to the IRBs for approval.

A sponsor who wishes to conduct a clinical trial outside of the U.S. may, but need not, obtain FDA authorization to conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, the sponsor may submit data from the clinical trial to the FDA in support of an NDA or BLA. The FDA will accept a well-designed and well-conducted foreign clinical study not conducted under an IND if the study was conducted in accordance with GCP requirements, and the FDA is able to validate the data through an onsite inspection if deemed necessary.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

•Phase 1. The product is initially introduced into a small number of healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion and, if possible, to gain early evidence on effectiveness. In the case of some products for severe or life-threatening diseases, especially when the product is suspected or known to be unavoidably toxic, the initial human testing may be conducted in patients with the target disease or condition.

•Phase 2. Involves clinical trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage and schedule.

•Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population. These clinical trials are intended to evaluate the overall risk/benefit relationship of the product and provide an adequate basis for product labeling.

Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication and are commonly intended to generate additional data regarding use of the product in a clinical setting. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA or BLA.

Progress reports detailing the results of the clinical trials must be submitted annually (or possibly twice annually) to the FDA and safety reports must be submitted to the FDA and the investigators for serious and unexpected suspected AEs, any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator’s brochure, or any findings from other studies or animal or in vitro testing that suggest a significant risk in humans exposed to the product. The FDA, IRB, or the sponsor may suspend or terminate, or a data safety monitoring board may recommend the suspension or termination of, a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk.

U.S. Review and Approval Processes

The results of product development, preclinical studies and clinical trials, along with descriptions of the CMC, analytical tests conducted on the product, proposed labeling and other relevant information, are submitted to the FDA as part of an NDA for a new small molecule drug or a BLA for a biologic, requesting approval to market the product.

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The FDA may request additional information rather than accept an NDA or BLA for filing. In this event, the NDA or BLA must be re-submitted with the additional information and the re-submitted application is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use, and a BLA to determine whether the biologic is safe, pure, and potent for its intended use. The FDA also evaluates whether the product’s manufacturing is cGMP-compliant to assure the product’s identity, strength, quality and purity. Before approving an NDA or BLA, the FDA typically will inspect the facility or facilities where the product is or will be manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities comply with cGMP requirements and adequate to ensure consistent production of the product within required specifications. Additionally, before approving an NDA or BLA, the FDA may inspect one or more clinical trial sites to assure compliance with GCP and other requirements and the integrity of the clinical data submitted to the FDA as well as conduct a Sponsor/Monitor Inspection.

The approval process can be lengthy and difficult, and the FDA may refuse to approve an NDA or BLA if the applicable regulatory criteria are not satisfied or may require additional data and information which could potentially delay the FDA Prescription Drug User Fee Act goal date. Even if such data and information are submitted, the FDA may ultimately decide that the NDA or BLA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive, and the FDA may interpret data differently than we interpret the same data. The FDA will issue a complete response letter if the agency decides not to approve the NDA or BLA in its present form. The complete response letter describes the specific deficiencies identified in the NDA or BLA that must be satisfactorily addressed before it can be approved. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiring additional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in a condition for approval. If a complete response letter is issued, the applicant may either resubmit the NDA or BLA, addressing all of the deficiencies identified in the letter, withdraw the application or request an opportunity for a hearing.

If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be included in the product labeling, require post-approval studies, including Phase 4 clinical trials, to further assess a product’s safety and effectiveness, or may require testing and surveillance programs to monitor the safety of approved products. The FDA may also approve an NDA or BLA with a Risk Evaluation and Mitigation Strategy program to mitigate risks, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools.

Regulation of Combination Products in the U.S.

Certain products may be comprised of components that would normally be regulated under different types of regulatory authorities in certain jurisdictions, and in the U.S. by different centers at the FDA. These products are known as combination products. Under the FDCA, the FDA is charged with assigning a center with primary jurisdiction, or a lead center, for review of a combination product. That determination is based on the “primary mode of action” of the combination product. We are developing combination products using our own drug candidates and third-party drugs.

Regulation of Companion Diagnostics in the U.S.

If safe and effective use of a therapeutic depends on an in vitro diagnostic, then the FDA generally will require approval or clearance of that diagnostic, known as a companion diagnostic, at the same time that the FDA approves the therapeutic product. For novel drugs, a companion diagnostic device and its corresponding therapeutic should be approved or cleared contemporaneously by the FDA for the use indicated in the therapeutic product’s labeling. Once cleared or approved, the companion diagnostic must adhere to post-marketing requirements including the requirements of FDA’s quality system regulation, medical device reporting, recalls and corrections along with product marketing requirements and limitations. Companion diagnostic manufacturers are subject to unannounced FDA inspections at any time during which the FDA will conduct an audit of the product(s) and the company’s facilities for compliance with its authorities.

Expedited Programs

The FDA may employ one of several tools to expedite the development and review of a medicine, including fast track designation, breakthrough therapy designation, priority review designation and accelerated approval. Fast track designation is designed to facilitate the development and review of a medicine that treats a serious or life-threatening disease or condition and fills an unmet medical need. Breakthrough therapy designation is intended to expedite the development and review of a medicine that treats a serious or life-threatening disease or condition and preliminary clinical evidence indicates substantial improvement over existing therapies. Priority review designation means the FDA’s goal is to take action on an application within six months of filing. The FDA may grant priority review designation to a medicine that would provide significant improvement in the safety or effectiveness of a treatment, diagnosis or prevention of a serious condition.

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A product may also be eligible for accelerated approval if it treats a serious or life-threatening condition and generally provides a meaningful therapeutic benefit over available therapies. In addition, such product must demonstrate an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality (“IMM”) that is reasonably likely to predict an effect on IMM or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. A product candidate approved on this basis is subject to rigorous post-marketing compliance requirements, including the completion of post-approval clinical trials to confirm the effect on IMM or other clinical benefit. If the FDA concludes that a drug or biologic shown to be effective can be safely used only if distribution or use is restricted, it will require such post-marketing restrictions, as it deems necessary to ensure safe use of the product. Under the Food and Drug Omnibus Reform Act of 2022 (“FDORA”), the FDA is now permitted to require, as appropriate, that such trials be underway prior to approval or within a specific time period after the date of approval for a product granted accelerated approval. Additionally, under FDORA, the FDA has increased authority for expedited procedures to withdraw its accelerated approval for such drug or biologic if, for example, the confirmatory trial fails to verify the predicted clinical benefit of the product. Under FDORA, the FDA is empowered to take action, such as issuing fines, against companies that fail to conduct any post-approval confirmatory study with due diligence or to submit timely reports to the agency on their progress. It is important to note that per the FDA requirements, unless otherwise informed by the FDA, all promotional materials to be used need to be submitted 120 days prior to approval.

Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or that the time period for FDA review or approval may not be shortened. Furthermore, fast track designation, priority review, accelerated approval, and breakthrough therapy designation do not change the standards for approval.

Pediatric Information

Under the Pediatric Research Equity Act of 2003, all marketing applications for new active ingredients, indications, dosage forms, dosing regimens or routes of administration must contain an assessment of the safety and effectiveness of the product for the claimed indication in pediatric patients unless this requirement is waived, deferred or inapplicable.

For oncology products, PREA requirements are further modified by the Research to Accelerate Cures and Equity (“RACE”) for Children Act of 2017, enacted as part of the FDA Reauthorization Act (“FDARA”), which removed the exemption for orphan-designated oncology indications. Under RACE, unless waived or deferred, pediatric assessments are required if the molecular target of the product is substantially relevant to the growth or progression of a pediatric cancer, regardless of whether the adult indication has orphan designation or does not occur in the pediatric population. These requirements apply to applicable original NDAs and BLAs submitted on or after August 18, 2020.

Under the Best Pharmaceuticals for Children Act, a product may be eligible for pediatric exclusivity, which adds six months to existing exclusivity periods and patent terms. This exclusivity may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued written request for such a study.

Post-Approval Requirements

Any products for which we receive FDA approval are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complying with certain electronic records and signature requirements and complying with FDA promotion and advertising requirements. The FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market. Products may be promoted only for the approved indications and in accordance with the provisions of the approved label. Further, manufacturers must continue to comply with cGMP requirements, which are extensive and require considerable time, resources and ongoing investment to ensure compliance. In addition, certain types of changes to the manufacturing process generally require prior FDA approval before being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are also subject to further FDA review and approval.

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Manufacturers and other entities involved in the manufacturing and distribution of approved products are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws. The cGMP requirements apply to all stages of the manufacturing process, including the production, processing, sterilization, packaging, labeling, storage and shipment of the product. Manufacturers must establish validated systems to ensure that products meet specifications and regulatory requirements and test each product batch or lot prior to its release. Additionally, manufacturers and other parties involved in the drug supply chain for prescription drug products must also comply with product tracking and tracing requirements and notify the FDA of counterfeit, diverted, stolen and intentionally adulterated products or products that are otherwise unfit for distribution in the U.S.

The FDA may withdraw a product approval, revoke a biologics license or implement restrictions on such product if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market. Further, the failure to maintain compliance with regulatory requirements may result in administrative or judicial actions, such as fines, untitled or warning letters, holds on clinical trials, product seizures, product detention or refusal to permit the import or export of products, refusal to approve pending applications or supplements, restrictions on marketing or manufacturing, injunctions or civil or criminal penalties. We may undertake or be required to undertake a product recall.

Patent Term Restoration and Regulatory Exclusivity

In certain circumstances, some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent restoration term of up to five years as compensation for patent term lost during product development and FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date of an NDA or BLA, plus the time between the submission date of an NDA or BLA and the approval of that application. Only one patent applicable to an approved product is eligible for the extension and the application for the extension must be submitted prior to the expiration of the patent. The USPTO, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, if available, we intend to apply for restorations of patent term for some of our patents beyond their current expiration dates, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA or BLA; however, there can be no assurance that any such extension will be granted to us.

Data exclusivity provisions under the FDCA can also delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent data exclusivity within the U.S. to the first applicant to gain approval of an NDA for a new chemical entity. During the exclusivity period, the FDA may not accept for review an abbreviated NDA (“ANDA”) or a 505(b)(2) NDA submitted by another company for another version of such drug where the applicant does not own or have a legal right of reference to all the data required for approval. However, such an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years of data exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed to be essential to the approval of the application, for example, for new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the conditions of use associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA.

Regulatory exclusivity in the U.S. can also include pediatric exclusivity and orphan drug exclusivity. Pediatric exclusivity, if granted, provides an additional six months of exclusivity for all formulations, dosage forms, and indications of the active moiety and, for drugs, patent terms. This exclusivity may be granted based on the voluntary completion of a pediatric trial, provided that at the time pediatric exclusivity is granted there is not less than nine months of term remaining. Orphan drug exclusivity is described below under “Orphan Drugs.”

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Biosimilars and Exclusivity

The PHSA includes an abbreviated approval pathway for biological products shown to be similar to, or interchangeable with, an FDA-licensed reference biological product. Biosimilarity, which requires that there be no clinically meaningful differences between the biological product and the reference product in terms of safety, purity and potency, can be shown through analytical studies, animal studies, and a clinical trial or trials. Interchangeability requires that a product is biosimilar to the reference product and the product must demonstrate that it can be expected to produce the same clinical results as the reference product and, for products administered multiple times, the biologic and the reference biologic may be switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biologic.

A reference biologic is granted 12 years of exclusivity from the time of first licensure of the product. The FDA may approve multiple “first” interchangeable products so long as they are all approved on the same first day of marketing. This exclusivity period, which may be shared amongst multiple first interchangeable products, lasts for the lesser of (i) one year after the first commercial marketing, (ii) 18 months after approval if there is no legal challenge, (iii) 18 months after the resolution in the applicant’s favor of a lawsuit challenging the biologic’s patents if an application has been submitted, or (iv) 42 months after the application has been approved if a lawsuit is ongoing within the 42-month period.

Orphan Drugs

Orphan drugs are defined by the FDA as products intended to treat a rare disease or condition that affects less than 200,000 persons in the U.S. or that affects more than 200,000 individuals in the U.S. and for which there is no reasonable expectation that costs of research and development of the product for the indication can be recovered by sales of the product in the U.S. A company must request orphan drug designation prior to filing and, if granted, the FDA will not approve another sponsor’s marketing application for the same drug for the same indication for seven years. Orphan drug exclusivity will not bar approval of another medicine for the same indication if it is shown to be clinically superior.

Disclosure of Clinical Trial Information

Sponsors of clinical trials of FDA-regulated products, including drugs and biologics, are required to register and disclose certain clinical trial information, which is publicly available at www.clinicaltrials.gov. Information related to the product, patient population, phase of investigation, study sites and investigators, and other aspects of the clinical trial is then made public as part of the registration. Although sponsors are obligated to disclose the results of their clinical trials after completion, disclosure of the results can be delayed in some cases for up to two years after the date of completion of the trial. Failure to timely register a covered clinical study or to submit study results as provided for in the law can give rise to public notification of noncompliance, civil monetary penalties and also prevent the non-compliant party from receiving future grant funds from the federal government. Competitors may use this publicly available information to gain knowledge regarding the progress of development programs.

Pharmaceutical Coverage, Pricing, and Reimbursement

In the U.S. and in other countries, sales of any products for which we receive regulatory approval for commercial sale will depend in part on the availability of coverage and reimbursement from third-party payors, including government authorities, managed care providers, private health insurers and other organizations. Patients generally rely on third-party payors to reimburse all or part of the associated healthcare costs and no uniform policy of coverage and reimbursement for drug products exists among third-party payors. Therefore, coverage and reimbursement for drug products can differ significantly from payor to payor.

Additionally, the process for determining whether a payor will provide coverage for a product may be separate from the process for setting the reimbursement rate that the payor will pay for the product. Third-party payors may limit coverage to specific products on an approved list which might not include all of the FDA-approved products for a particular indication. Moreover, a payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.

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Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy. In order to obtain coverage and reimbursement for any product that might be approved for sale, we may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of any products, in addition to the costs required to obtain regulatory approvals. If third-party payors do not consider a product to be cost-effective or medically-necessary compared to other available therapies, they may not cover the product after approval as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow a company to sell its products at a profit.

In some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the EU provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate to currently available therapies. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our product candidates. Historically, products launched in the EU do not follow price structures of the U.S. and generally prices tend to be significantly lower.

Healthcare Reform

The U.S. government and state legislatures have implemented cost containment programs to limit the growth of government-paid health care costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs. Such adoption of government controls and tightening of restrictive policies could limit payments for pharmaceuticals. For example, the Affordable Care Act (the “ACA”) contains provisions that may reduce the profitability of drug products, including increased rebates for drugs reimbursed by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, mandatory discounts for certain Medicare Part D beneficiaries and annual fees based on pharmaceutical companies’ share of sales to federal health care programs. Some of the provisions of the ACA have yet to be fully implemented, while certain provisions have been subject to judicial, Congressional, and Executive challenges. As a result, it is unclear how such efforts to challenge, repeal or replace the ACA will impact our business.

Other legislative changes have been proposed and adopted in the U.S. since the ACA was enacted. For example, the Bipartisan Budget Act of 2018 amended the ACA by increasing the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D from 50% to 70% and closing the coverage gap in most Medicare drug plans. In addition, the Budget Control Act of 2011 and the Bipartisan Budget Act of 2015 led to aggregate reductions of Medicare payments to providers of up to 2% per fiscal year that will remain in effect through 2031 unless additional Congressional action is taken. Further, the American Taxpayer Relief Act reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The American Rescue Plan Act of 2021 eliminated the statutory Medicaid drug rebate cap, set at 100% of a drug’s average manufacturer price, for single source and innovator multiple source drugs, beginning January 1, 2024. These laws and regulations may result in additional reductions in Medicare and other healthcare funding and otherwise affect the prices we may obtain for any of our product candidates for which we may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.

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The Inflation Reduction Act of 2022 (“IRA”) was enacted containing provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025, thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D; allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S. Department of Health and Human Services (“HHS”) rebate rule that would have limited the fees that pharmacy benefit managers can charge. Under the IRA, an orphan drug is exempt from the Medicare drug price negotiation program only if it has a single orphan designation and its sole approved indication is for that disease or condition. The One Big Beautiful Bill Act of 2025 (“OBBBA”) removes this limitation. Beginning with the 2028 initial price applicability year, all orphan drugs—regardless of the number of orphan designations or approved indications—are exempt from the Medicare drug price negotiation program. However, an orphan drug loses this exemption once it receives approval for any non-orphan indication, at which point it becomes eligible for selection for Medicare drug price negotiation. The implementation of the IRA is currently subject to ongoing litigation challenging the constitutionality of the IRA’s Medicare drug price negotiation program. The effects of the IRA on our business and the healthcare industry in general is not yet known. Although certain provisions of the IRA remain subject of ongoing litigation, the Centers for Medicare and Medicaid Services (“CMS”) has started implementing key components of the law, including inflation-based rebates and the Medicare drug price negotiation program, and these provisions are expected to have an impact on our business and the healthcare industry in general.

On November 6, 2025, CMS announced a new drug payment model designed to make Most Favored Nation (“MFN”)-level prices available to state Medicaid programs via manufacturer rebates. Referred to as the “GENErating cost Reductions fOr U.S. Medicaid Model” (“GENEROUS”), the initiative is designed to run from 2026 through 2030 and is voluntary for both manufacturers and state Medicaid programs. Under the model, participating states will be able to access MFN-level prices for participating manufacturers’ drugs through CMS-negotiated supplemental rebates tied to an MFN net price benchmark.

On December 19, 2025, CMS proposed a mandatory Center for Medicare and Medicaid Innovation (“CMMI”) drug payment model to test whether alternative methods for calculating Medicare rebates, based on international pricing metrics rather than inflation-based metrics, reduce costs for Medicare fee-for-service (“FFS”) beneficiaries and the Medicare program while preserving quality of care. The Guarding U.S. Medicare Against Rising Drug Costs (“GUARD”) Model, would test an alternative approach to calculating rebates for certain Medicare Part D products using international pricing benchmarks. The GUARD Model would begin on January 1, 2027, and run through December 31, 2033. Further, on December 19, 2025, CMS proposed the Global Benchmark for Efficient Drug Pricing Model (“GLOBE”) for Medicare Part B, would require manufacturers of specified single source drugs and sole source biologics to pay incremental rebates based on international benchmark prices, with participation triggered for products meeting CMS’s spending and eligibility criteria. As proposed, GLOBE would begin a five-year performance period on October 1, 2026.

CMS published a final rule that gives states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the ACA for plans sold through such marketplaces. CMS also published a final rule to allow Medicare Advantage Plans the option of using step therapy for Part B drugs. Further, CMS issued the CY 2026 Medicare Physician Fee Schedule final rule, effective January 1, 2026, which, among other things, restricts whether certain fees should be considered bona fide service fees, increases bona fide service fee documentation requirements, defines “bundled arrangement,” requires “unbundling” of both contingent and non-contingent discounts and includes sales of Part B units at the Maximum Fair Price in average sales price calculations. These changes may reduce reimbursement for Medicare Part B utilization and require manufacturers to comply with new, complex and potentially uncertain reporting obligations and drug pricing documentation practices.

There has also been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed bills designed to bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for pharmaceutical products.

In addition, there have been several changes to the 340B drug pricing program, which imposes ceilings on prices that drug manufacturers can charge for medications sold to certain health care facilities. In November 2023, the U.S. District Court of South Carolina issued an opinion in Genesis Healthcare Inc. v. Becerra et al. that may lead to an expansion of the scope of patients eligible to access prescriptions at 340B pricing. In December 2025, the U.S. District Court of Maine issued a preliminary injunction blocking HHS from implementing the 340B rebate model pilot program, and HHS subsequently agreed to vacate the existing program so it could consider whether to proceed with a new administrative process for such a program.

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At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. While much of the focus of state pricing policies is limited to Medicaid, we cannot assess the impact that these and other measures such as state transparency policies will have on our business. Additionally, certain states are also pursuing cost containment efforts through Prescription Drug Affordability Boards (“PDABs”) and similar entities. While many PDABs have been granted authority to promote drug price transparency and reporting, some states have granted PDABs more expansive authority, including to set Upper Payment Limits (UPLs) on select, high price drugs. The adoption and implementation of UPLs may put downward pressure on drug prices and impact our company’s future revenues.

Other U.S. Healthcare Laws and Compliance Requirements

We are subject to various federal and state laws targeting fraud and abuse in the healthcare industry. These laws may impact, among other things, our sales, marketing and education programs. In addition, we may be subject to patient privacy, cybersecurity, trade, and national security regulation by both the federal government and the states in which we conduct our business prior to and after receiving regulatory approval of our product candidates. Some of the laws that may affect our ability to operate are detailed below:

•The federal healthcare Anti-Kickback Statute (“AKS”), which prohibits, among other things, knowingly and willfully soliciting, receiving, providing, offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation or arrangement of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other. Although there are several statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution, they are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. A person or entity can be found guilty of violating the AKS without actual knowledge of the statute or specific intent to violate it. Violations of the AKS carry potentially significant civil fines and criminal penalties, including imprisonment, fines, administrative federal civil monetary penalties, and exclusion from participation in federal healthcare programs. This law applies to our marketing practices, educational programs, pricing policies and relationships with healthcare providers. We continue to evaluate what effect, if any, these rules will have on our business.

•The federal civil and criminal false claims and civil monetary penalty laws, such as the federal False Claims Act (“FCA”), which impose criminal and civil penalties and authorize civil whistleblower or qui tam actions, against individuals or entities for, among other things: knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false, fictitious or fraudulent; knowingly making or causing a false statement or record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government; or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the federal AKS constitutes a false or fraudulent claim for purposes of the FCA. The government may deem manufacturers to have “caused” the submission of false or fraudulent claims by, for example, providing inaccurate billing or coding information to customers or promoting a product off-label. Companies that submit claims directly to payors may also be liable under the FCA for the direct submission of such claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery. When an entity is determined to have violated the FCA, the government may impose civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs. Our marketing and activities relating to the reporting of wholesaler or estimated retail prices for our products, the reporting of prices used to calculate Medicaid rebate information and other information affecting federal, state and third-party reimbursement for our products, and the sale and marketing of our products and any future product candidates are subject to scrutiny under this law.

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•The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal AKS, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it.

•As further amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), HIPAA and their respective implementing regulations impose requirements on certain covered healthcare providers, health plans and healthcare clearinghouses as well as their respective business associates who perform services for them that involve the creation, maintenance, receipt, use, or disclosure of, individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, made civil and criminal penalties directly applicable to business associates, and gave state attorneys authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA laws and seek attorneys’ fees and costs. In addition, there may be other federal, state and non-U.S. laws which govern the privacy and security of health and other personal information and which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

•The federal transparency requirements under the ACA, including the provision commonly referred to as the Physician Payments Sunshine Act requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to Centers for Medicare & Medicaid Services information related to payments or other transfers of value made to physicians, certain other licensed health care practitioners and teaching hospitals. Manufacturers are also required to disclose ownership and investment interest held by physicians and their immediate family members.

•Federal price reporting laws, which require manufacturers to calculate and report complex pricing metrics in an accurate and timely manner to government programs.

•Federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers.

•The Foreign Corrupt Practices Act, which prohibits companies and their intermediaries from making, or offering or promising to make, improper payments to non-U.S. officials for the purpose of obtaining or retaining business or otherwise seeking favorable treatment.

•Executive Order 14117 on Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern prohibits transactions involving certain sensitive personal data categories, including health data, genetic data, and biospecimens, to countries of concern, including China. The regulations also restrict investment agreements, employment agreements and vendor agreements involving such data and countries of concern. Actual or alleged violations of these regulations may be punishable by criminal and/or civil sanctions, and may result in exclusion from participation in federal and state programs.

Similarly, state privacy laws may be broader and require greater protections than HIPAA. These data privacy and security laws may differ from each other and often are not pre-empted by HIPAA, which may complicate compliance efforts. For example, certain states have passed privacy laws that grant consumers rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Several states have passed laws specifically regulating consumer health data, which impose detailed consent requirements for uses and disclosures of such data. These laws provide for civil penalties for violations, and key concepts in such laws have not yet been tested, leading to significant uncertainty concerning the application of such laws to our practices. In addition, several of these laws allow for private claims, which could lead to litigation risks even where we believe we are in compliance.

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Additionally, we are subject to state equivalents of each of the healthcare laws described above, some of which may be broader in scope and may apply to healthcare services reimbursed by any third-party payor, not just governmental payors, but also private insurers. These laws are enforced by various state agencies and through private actions. Some states have passed laws that require pharmaceutical companies to comply with the April 2003 Office of Inspector General Compliance Program Guidance for Pharmaceutical Manufacturers and/or other voluntary industry codes of conduct that restrict the payments made to healthcare providers and other potential referral sources. Several states and local laws also impose other marketing restrictions or require pharmaceutical companies to make marketing or price disclosures to the state, require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, and require the registration of pharmaceutical sales representatives.

In the U.S., to help patients afford our approved product, we may utilize programs to assist them, including patient assistance programs and co-pay coupon programs for eligible patients. Government enforcement agencies have shown increased interest in pharmaceutical companies’ product and patient assistance programs, including reimbursement support services, and investigations into these programs have resulted in significant civil and criminal settlements. In addition, at least one insurer has directed its network pharmacies to no longer accept co-pay coupons for certain specialty drugs the insurer identified. Our co-pay coupon programs could become the target of similar insurer actions. In addition, the CMS issued guidance to the issuers of qualified health plans sold through the ACA’s marketplaces encouraging such plans to reject patient cost-sharing support from third parties and indicating that the CMS intends to monitor the provision of such support and may take regulatory action to limit it in the future. The CMS also requires individual market qualified health plans to accept third-party premium and cost-sharing payments from certain government-related entities. Furthermore, the Office of Inspector General (“OIG”) of the HHS has warned manufacturers that they may be subject to sanctions under the federal AKS and/or civil monetary penalty laws if they do not take appropriate steps to exclude Part D beneficiaries from using co-pay coupons. It is possible that changes in insurer policies regarding co-pay coupons and/or the introduction and enactment of new legislation or regulatory action could restrict or otherwise negatively affect these patient support programs, which could result in fewer patients using affected products, and therefore could have a material adverse effect on our sales, business, and financial condition.

Third-party patient assistance programs that receive financial support from companies have become the subject of enhanced government and regulatory scrutiny. The OIG has established guidelines that suggest that it is lawful for pharmaceutical manufacturers to make donations to charitable organizations who provide co-pay assistance to Medicare patients, provided that such organizations, among other things, are bona fide charities, are entirely independent of and not controlled by the manufacturer, provide aid to applicants on a first-come basis according to consistent financial criteria and do not link aid to use of a donor’s product. However, donations to patient assistance programs have received some negative publicity and been the subject of multiple government enforcement actions, related to allegations regarding their use to promote branded pharmaceutical products over other less costly alternatives. Specifically, in recent years, there have been multiple settlements resulting out of government claims challenging the legality of their patient assistance programs under a variety of federal and state laws.

The scope and enforcement of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Federal and state enforcement has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.

EU Regulation

EU Product Approval

The EMA is a decentralized scientific agency of the EU which coordinates the scientific evaluation and monitoring of centrally authorized medicinal products and is responsible for the scientific evaluation of applications for EU marketing authorizations, as well as the development of technical guidance and the provision of scientific advice to sponsors. The EMA decentralizes its scientific assessment of medicines by working through a network of experts throughout the EU, nominated by the EU Member States. The EC is responsible for formally granting centralized marketing authorizations in the EU, following the scientific opinion from the EMA.

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The process regarding approval of medicinal products in the EU is similar to the process in the U.S. and generally involves completing each of the following:

•preclinical laboratory tests, animal studies and formulation studies performed in accordance with the applicable EU GLP regulations;

•submission of a clinical trial authorization application (“CTA”) for each trial in humans through the EU Clinical Trials Information System (“CTIS”) to the competent authorities of the EU Member States concerned, which must be approved before the trial may begin in each EU Member State where patient enrollment is planned;

•performance of adequate and well-controlled clinical trials to establish the safety and efficacy of the product for each proposed indication;

•submission to the relevant competent authorities of a Marketing Authorization Application (“MAA”), which includes the data supporting safety and efficacy as well as detailed information on the manufacture and composition of the product in clinical development and proposed labeling;

•satisfactory completion of an inspection by the relevant national authorities of the manufacturing facility or facilities, including those of third parties, at which the product is produced to assess compliance with strictly enforced cGMP;

•potential audits of the non-clinical and clinical trial sites that generated the data in support of the MAA; and

•review and approval by the relevant competent authority of the MAA before any commercial marketing, sale or shipment of the product.

Preclinical Studies and Clinical Trials

The conduct of preclinical tests and formulation of compounds for testing in the EU must comply with the relevant international, EU and national legislation, regulations and guidelines. The results of the preclinical tests, together with relevant manufacturing information and analytical data, are submitted as part of the CTA.

Clinical trials of medicinal products conducted in the EU must comply with the harmonized regulatory framework provided by Regulation (EU) No 536/2014 (“Clinical Trials Regulation”), and the International Conference on Harmonization (“ICH”) guidelines on GCP. A clinical trial to be conducted in an EU Member State must be authorized by the competent authority of the EU Member State concerned and given a positive opinion by an independent ethics committee in accordance with the Clinical Trials Regulation and applicable national laws. The CTA must include, among other things, a copy of the trial protocol and an investigational medicinal product dossier containing information about the manufacture and quality of the medicinal product under investigation, and data derived from non-clinical studies and from its clinical use (if any).

The Clinical Trials Regulation, which became applicable in January 2022, establishes the procedure to enable sponsors to submit one CTA for it to be approved in a more streamlined and coordinated manner by two or more countries in the EU or European Economic Area (“EEA”) where the clinical trial is to be performed. Sponsors are required to submit an application through an online platform known as the Clinical Trials Information System for approval. To make it more efficient to carry out such multinational trials, one EU Member State assumes the role as the reporting Member State to lead the scientific review of the assessment, for agreement by the EU Member States concerned within the timeframe stipulated by the Clinical Trials Regulation. Each concerned Member State is responsible for assessing country-specific issues concerning the clinical trial, including those related to adequacy of the trial sites, facilities and recruitment details.

One of the key objectives of the Clinical Trial Regulation is to strengthen the transparency of clinical trial related information. Clinical trial data and information submitted to the CTIS are subject to public disclosure in accordance with the Clinical Trials Regulation, subject to defined exceptions, including for the protection of personal data, commercially confidential information, and confidential communications between Member States during the assessment process.

Manufacturers are afforded the opportunity to seek scientific advice from regulatory authorities to guide their research and development programs. A request for scientific advice can be made nationally by engaging the national competent authorities or centrally, which is coordinated by the EMA at different stages of product development in relation to questions concerning an assessment of the product quality, non-clinical testing and clinical development. Scientific advice is not binding with regard to any future MAA of the product concerned, but departure from the advice should be justified in the MAA.

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Marketing Authorizations

After completion of the required clinical testing, we must obtain a marketing authorization before we can place a medicinal product on the market in the EU. There are various marketing authorization procedures available, depending on the type of product involved. All procedures require an application to be presented in the internationally harmonized Common Technical Document format, which includes the submission of detailed information about the manufacturing and quality of the product, and nonclinical testing and clinical trials, to inform the benefit-risk assessment.

The centralized procedure results in marketing authorizations that are valid throughout the EU and, by extension (after national implementing decisions), in Norway, Iceland and Liechtenstein, which, together with the EU Member States, comprise the EEA. Applicants submit MAAs to the EMA, where they are reviewed by relevant scientific committees, including the Committee for Medicinal Products for Human Use (“CHMP”). The EMA forwards the CHMP opinion to the EC, which adopts a decision granting or refusing a marketing authorization. The centralized procedure is compulsory for medicinal products that (1) are developed by biotechnology processes, (2) are an advanced therapy medicinal product (i.e., gene therapy, somatic cell therapy or tissue-engineered medicines), (3) contain a new active substance indicated for the treatment of certain diseases, such as HIV/AIDS, cancer, diabetes, neurodegenerative disorders, viral diseases or autoimmune diseases and other immune dysfunctions or (4) are orphan medicinal products. For medicines that do not fall within these categories, an applicant may voluntarily submit an application for a centralized marketing authorization to the EMA, provided that the medicine concerned contains a new active substance and the CHMP agrees that (i) the medicine is a significant therapeutic, scientific, or technical innovation, or (ii) the authorization of the medicine under the centralized procedure would be in the interest of public health at the EU level.

For those medicinal products for which the centralized procedure is not available, the applicant must submit MAAs to the national competent authorities of the EU Member States through one of three procedures: (1) a national procedure, which results in a marketing authorization in a single EU Member State; (2) the decentralized procedure, in which applications are submitted simultaneously in two or more EU Member States and a reference Member State is appointed to lead the scientific assessment; or (3) the mutual recognition procedure, which is used when the product has already been nationally authorized in at least one EU Member State (the reference Member State), and the marketing authorization holder seeks recognition of that authorization for the same product in at least one other EU Member State (concerned Member States). A concerned Member State may refuse to recognize the assessment of the reference Member State in the decentralized procedure or the mutual recognition procedure on grounds of potential serious risk to public health.

Under the centralized procedure in the EU, the maximum timeframe for the evaluation of an MAA is 210 days. However, this timeline excludes clock stops, when additional written or oral information is to be provided by the applicant in response to questions asked by the CHMP, so the overall process typically may take a year or more. Accelerated assessment may be granted by the CHMP in exceptional cases, when a medicinal product is expected to be of major interest for public health and therapeutic innovation. In this circumstance, the EMA ensures that the opinion of the CHMP is given within 150 days, excluding clock stops.

Data Exclusivity

MAAs for generic medicinal products do not need to include the results of preclinical studies and clinical trials but instead can refer to such data included in the marketing authorization of a reference product for which regulatory data exclusivity has expired. Where a marketing authorization is granted for a medicinal product containing a new active substance, that product benefits from eight years of data exclusivity, during which generic MAAs referring to the data of that product will not be accepted by the regulatory authorities, and a further two years of marketing protection, during which such generic products, even if approved, may not be placed on the market until the full 10-year protection period has expired. The 10-year protection period may be extended to 11 years if, during the first eight years of the product’s authorization, one or more new therapeutic indications with significant clinical benefit over existing therapies are approved.

There is a special regime for biosimilars, or biological medicinal products that are similar to a reference medicinal product but that do not meet the definition of a generic medicinal product, for example, because of differences in raw materials or manufacturing processes. For such products, the results of appropriate preclinical studies or clinical trials must be provided, and guidelines from the EMA detail the type of supplementary data to be provided for different types of biological product.

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Orphan Designation

In the EU, an orphan medicinal product designation may be granted, following recommendation by the EMA’s Committee for Orphan Medicinal Products (“COMP”), for products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions affecting not more than five in 10,000 persons in the EU. Additionally, designation may be granted for products intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition when, without incentives, it is unlikely that sales of the product in the EU would be sufficient to justify the necessary investment in developing the medicinal product. The COMP may only recommend orphan designation when the product in question offers a significant clinical benefit over existing approved products for the relevant indication or where no satisfactory method of diagnosis, prevention or treatment of such condition exists. Following a positive opinion by the COMP, the EC adopts a decision granting orphan status. The COMP will reassess orphan status in parallel with EMA review of an MAA, and orphan status may be withdrawn at that stage if the product no longer fulfills the orphan criteria.

Orphan designation entitles a party to financial incentives such as reduction of fees or fee waivers, and 10 years of market exclusivity is granted following marketing authorization. During this period, the EU competent authorities may not accept or approve a marketing authorization application for a similar medicinal product, meaning a medicinal product containing a similar active substance or substances as contained in an authorized orphan medicinal product and which is intended for the same approved therapeutic indication, unless: (i) the second medicinal product is safer, more effective or otherwise clinically superior to the authorized orphan product; (ii) the marketing authorization holder for the authorized product consents to a second application; or (iii) the marketing authorization holder for the authorized product cannot supply enough orphan product. This period may be reduced to six years if the orphan designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of orphan designation.

PRIME Designation

The PRIority MEdicines (“PRIME”), scheme is intended to encourage product development in areas of unmet medical need and provides accelerated assessment of products representing substantial innovation reviewed under the centralized procedure. Eligible products must target conditions for which there is an unmet medical need (there is no satisfactory method of diagnosis, prevention or treatment in the EU or, if there is, the new medicine will bring a major therapeutic advantage) and they must demonstrate the potential to address the unmet medical need by introducing new methods of therapy or improving existing ones. Products from small- and medium-sized enterprises may qualify for earlier entry into the PRIME scheme than larger companies. Many benefits accrue to sponsors of therapeutic candidates with PRIME designation, including but not limited to early and proactive regulatory dialogue with the EMA, frequent discussions on clinical trial designs and other development program elements, and potentially accelerated MAA assessment once a dossier has been submitted. Importantly, a dedicated EMA contact and rapporteur from the CHMP are appointed early in the PRIME scheme facilitating increased understanding of the product at the EMA’s Committee level. A kick-off meeting initiates these relationships and includes a team of multidisciplinary experts at the EMA to provide guidance on the overall development and regulatory strategies. Where, during the course of development, a medicine no longer meets the eligibility criteria, support under the PRIME scheme may be withdrawn.

Post-Approval Controls

The holder of a marketing authorization must establish and maintain a pharmacovigilance system and appoint an individual qualified person for pharmacovigilance who is responsible for oversight of that system. Key obligations include expedited reporting of suspected serious adverse reactions and submission of periodic safety update reports (“PSURs”).

All new MAAs must include a risk management plan describing the risk management system that the company will put in place and documenting measures that will be taken to prevent or minimize the risks associated with the product. The regulatory authorities may also impose specific obligations as a condition of the marketing authorization. Such risk-minimization measures or post-authorization obligations may include additional safety monitoring, more frequent submission of PSURs, or the conduct of additional clinical trials or post-authorization safety studies.

All advertising and promotional activities for the product must be consistent with the approved summary of product characteristics, and therefore all off-label promotion is prohibited in the EU. Direct-to-consumer advertising of prescription medicines is also prohibited in the EU. Although general requirements for advertising and promotion of medicinal products are established under EU directives, the details are governed by national law in each Member State and may differ between Member States.

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Manufacturing

Medicinal products may only be manufactured in the EU, or imported into the EU from another country, by the holder of a manufacturing authorization from the competent national authority. The manufacturer or importer must have a qualified person who is responsible for certifying that each batch of product has been manufactured in accordance with EU standards of cGMP before releasing the product for commercial distribution in the EU or for use in a clinical trial. Manufacturing facilities are subject to periodic inspections by the competent authorities for compliance with cGMP. Testing and certification on importation is exempted where there exists a Mutual Recognition Agreement between the exporting country and the EU.

Pricing and Reimbursement

Governments influence the price of medicinal products in the EU through their pricing and reimbursement rules and control of national healthcare systems that fund a large part of the cost of those products to consumers. Some EU Member States operate positive or negative list systems under which reimbursed products may only be placed on the market once a reimbursement price has been agreed. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost-effectiveness of a particular product candidate to currently available therapies. Other EU Member States allow companies to fix their own prices for medicines but monitor and control company profits. The downward pressure on healthcare costs in general, particularly prescription medicines, has become intense. In addition to an assessment of cost-effectiveness, the national health systems may consider whether market access is affordable. As a result, increasingly high barriers are being erected to the entry of new products.

Reform of the Regulatory Framework in the EU

The EC introduced legislative proposals in April 2023 that, if implemented, will replace the current regulatory framework in the EU for all medicines (including those for rare diseases and for children). In April 2024, the European Parliament adopted its position on the legislative proposals, and in June 2025, the Council of the European Union adopted its position. A common position on the text was agreed upon in December 2025, in the context of subsequent inter-institutional trilogue negotiations. The proposed revisions remain to be adopted and are not expected to become applicable before 2028. The aforementioned EU rules are generally applicable in the EEA.

Brexit and the Regulatory Framework in the UK

Following the end of the Brexit transition period on January 1, 2021 and the implementation of the Windsor Framework on January 1, 2025, the UK is not generally subject to EU laws in respect of medicines. EU laws that were transposed into UK law through secondary legislation continue to apply in the UK as retained EU law (as amended), but new EU legislation, such as the Clinical Trials Regulation, does not apply in the UK. Since January 1, 2021, the Medicines and Healthcare products Regulatory Agency (“MHRA”) has been the UK’s standalone medicines and medical devices regulator.

Under the Medicines and Medical Devices Act 2021, the Secretary of State or an “appropriate authority” has delegated powers to amend or supplement existing regulations in the area of medicinal products and medical devices. This allows new rules to be introduced in the future by way of secondary legislation, which aims to allow flexibility in addressing regulatory gaps and future changes in the fields of human medicines, clinical trials and medical devices.

The UK regulatory framework in relation to clinical trials is governed by the Medicines for Human Use (Clinical Trials) Regulations 2004, as amended, which is derived from the EU Clinical Trial Directive, as implemented into UK national law through secondary legislation. In April 2025, the UK introduced the Medicines for Human Use (Clinical Trials) (Amendment) Regulations 2025. These changes, which will take full effect from April 2026, aim to create a streamlined, risk-proportionate system that accelerates approvals while maintaining robust safety standards.

Marketing authorizations in the UK are governed by the Human Medicines Regulations (SI 2012/1916), as amended. All existing EU marketing authorizations for centrally authorized products were automatically converted or grandfathered into UK marketing authorizations, effective in Great Britain only, on January 1, 2021, unless the marketing authorization holder chose to opt-out. Under the terms of the Windsor Framework, these licenses became valid for the whole of the UK from January 1, 2025. In order to use the centralized procedure to obtain a marketing authorization that will be valid throughout the EEA, companies must be established in the EEA. Therefore, after Brexit, companies established in the UK can no longer use the EU centralized procedure and instead an EEA entity must hold any centralized marketing authorizations. In order to obtain a UK marketing authorization to commercialize products in the UK, an applicant must be established in the UK and must follow one of the UK national authorization procedures or one of the remaining post-Brexit international cooperation procedures.

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In the UK, the initial duration of a marketing authorization is five years and, following renewal, it will be valid for an unlimited period unless the MHRA decides on justified grounds relating to pharmacovigilance to proceed with only one additional five-year renewal. Any authorization which is not followed by the actual placing of the medicine on the market in the UK within three years shall cease to be in force.

EU and UK Data Protection Laws

In the EU, the General Data Protection Regulation (“GDPR”) governs the processing of personal data. The GDPR imposes a broad range of strict requirements on companies subject to the GDPR, including requirements to have legal basis for processing certain personal data relating to identifiable individuals and transferring such information outside the European Economic Area (“EEA”), including to the U.S., providing details to those individuals regarding the processing of their personal data, implementing safeguards to keep personal data secure, having data processing agreements with third parties who process personal data in countries not deemed adequate by the EU and the UK, responding to individuals’ requests to exercise their rights in respect of their personal data, obtaining consent of the individuals to whom the personal data relates where there is no other legal basis for processing, reporting security and privacy breaches involving personal data to the competent national data protection authority and affected individuals, appointing data protection officers, conducting data protection impact assessments, and record-keeping. The GDPR includes substantial penalties to which we could become subject in the event of any non-compliance, including fines of up to €20,000,000 or 4% of total annual global revenue, whichever is greater. In addition, the UK’s European Union (Withdrawal) Act 2018 incorporated the GDPR (subject to certain UK specific amendments) into UK law, referred to as the UK GDPR. The UK GDPR and the UK Data Protection Act 2018 set out the UK’s data protection regime, which is independent from but aligned to the EU’s data protection regime. Non-compliance with the UK GDPR may result in monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher. Like the EU GDPR, the UK GDPR restricts personal data transfers outside the UK to countries not regarded by the UK as providing adequate protection. The UK government has confirmed that personal data transfers from the UK to the EEA remain free flowing. We are required to implement certain safeguards detailed in these regulations when conducting restricted data transfers under the EU and UK GDPR and regulators retain authority to further restrict or prohibit transfers to certain countries where applicable laws would undermine the privacy safeguards provided by the GDPR.

PRC Regulation

Our China operations are conducted by our Chinese subsidiaries owned by BeOne Medicines (Hong Kong) Co., Limited, one of our wholly owned subsidiaries. We are subject to a variety of PRC laws, rules and regulations affecting many aspects of our business. As a result of our operations in China, the Chinese regulatory authorities have significant influence over our conduct of business and may influence our operations as they deem appropriate to further economic, regulatory, political and societal goals. This section summarizes the principal PRC laws, rules and regulations that we believe are relevant to our business and operations. For a detailed description of risks related to our doing business in China, please refer to “Risk Factors—Risks Related to Our Doing Business in the PRC”.

PRC Drug Regulation

Introduction

China heavily regulates the development, approval, manufacturing and distribution of drugs, including biologics. The legal framework for the administration of pharmaceutical products in China was established by the Drug Administration Law of the PRC (the “DAL”). The DAL provides a framework for regulating pharmaceutical manufacturers, pharmaceutical trading companies, medical institutions, and the research, development, manufacturing, distribution, packaging, pricing, and advertising activities related to pharmaceutical products.

The DAL

The DAL established the Marketing Authorization Holder (the “MAH”) system, and subject to approval by the NMPA, MAHs will be allowed to transfer their marketing authorizations. However, to date, it remains uncertain whether the transferability of MAH will offer more flexibility in structuring cross-border transactions. In addition, the implementation of the MAH system was accompanied by a range of new requirements for the MAHs, including establishing a quality assurance system and being responsible for all aspects of preclinical research, clinical trials, manufacturing and distribution, post-marketing research, adverse drug reaction monitoring and reporting. A foreign MAH is required to engage a local agent to fulfill the MAH’s obligations and the foreign MAH is subject to joint and several liability in the event of any wrongdoing.

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The DAL requires drug manufacturers and drug distributors to comply with current GMP and good supply practice (“GSP”) requirements. Pursuant to the DAL, NMPA and its local counterparts are directed to strengthen their surveillance of drug manufacturers and distributors, including through regular site inspections and unannounced checks, to ensure their compliance. The NMPA has also been strengthening its regulation of clinical trial institutions by collaborating with the National Health Commission (the “NHC”), the chief healthcare regulator in China. The Measures for the Administration of Drug Clinical Trial Institutions jointly issued by the NMPA and the NHC provides detailed requirements on how drug clinical trial institutions should comply with GCP, including, among others, that all drug clinical trial institutions are required to be registered on an online system and disclose their key information essential for compliance with GCP.

The DAL also requires MAHs, manufacturers, distributors, and medical institutions to establish and implement drug track and trace systems. A drug pharmacovigilance system will also be established to monitor, identify, evaluate and control adverse drug reactions and other possible drug-related problems.

The DAL provides heavy penalties for violations. Depending on various types of violations, the DAL imposes different penalties, including warnings, confiscation of illegal gains, fines, revocation of required business and operating licenses, certificates or approval documents for drugs, suspension of business, temporary or permanent debarment of companies, institutions and responsible persons, and criminal liabilities in the case of serious violations.

The interpretation and implementation of the DAL have been evolving over time. We plan to closely monitor the implementation of the DAL and its impact on our operations in China.

Regulatory Authorities and Government Reorganization

In China, the NMPA is the primary regulator for pharmaceutical products and businesses. It is a sub-agency of the State Administration for Market Regulation (the “SAMR”), which is responsible for drug regulation, consumer protection, advertising, anticorruption, antitrust, fair competition and intellectual property.

The NMPA regulates almost all key stages of the life cycle of pharmaceutical products, including nonclinical studies, clinical trials, marketing approvals, manufacturing, advertising and promotion, distribution, and pharmacovigilance (i.e., post-marketing safety reporting obligations). The CDE, which remains under the NMPA, conducts the technical evaluation of each drug and biologic application for safety and efficacy.

The NHC is China’s chief healthcare regulator, primarily responsible for overseeing the operation of medical institutions (including clinical trial sites) and regulating the licensure of hospitals and other medical personnel.

The NHSA is the primary regulator overseeing national medical insurance and related drug reimbursement schemes, including, among others, the National Drug Reimbursement Price Negotiations, which have significant impact on innovative drugs’ prices in China. The NHSA and its local counterparts at or below the provincial level of local government also oversee and organize public medical institutions’ centralized bidding and procurement programs for pharmaceutical products. This is the primary way that public hospitals and their internal pharmacies procure drugs.

Preclinical and Clinical Development

The NMPA requires preclinical data to support registration applications for new drugs. Preclinical work, including safety assessment studies, must meet the GLP’s standards. The DAL requires the NMPA to accredit GLP labs, and that nonclinical studies of chemical drug substances and preparations and biologics that are not yet marketed in China be conducted in GLP-certified labs.

A Certificate for Use of Laboratory Animals is required for performing experimentation on animals under various regulations. Applicants for this certificate must satisfy a number of conditions relating to facilities, sourcing, feeding and experimentation for lab animals.

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Expedited Programs

Priority Evaluation and Approval Programs to Encourage Innovation

The NMPA has adopted several expedited review and approval mechanisms that are intended to encourage innovation. Applications for these expedited programs can be submitted after the clinical trial application is admitted for review by the CDE. The NMPA’s Drug Registration Rules (“DRR”) provide certain categories of drugs that may be eligible for priority status, among which, the following may be particularly relevant for us: (1) drugs that are clinically and urgently needed but insufficient in supply; (2) innovative drugs and improved new drugs for prevention and treatment of major contagious diseases and rare diseases; (3) new pediatric drugs, (4) drugs designated as breakthrough therapies, and (5) drugs that satisfy the conditional approval criteria. If admitted to one of these expedited programs, an applicant will be entitled to more frequent and timely communication with reviewers at the CDE, expedited review and approval, and more agency resources throughout the approval process.

Conditional Approval

NMPA also permits conditional approval of certain medicines based on early phase data. The agency has done this for medicines that meet unmet medical needs for life-threatening illnesses and for medicines that treat orphan indications. Under the DRR, drugs that meet one of the three criteria might be eligible for conditional approval: (1) drugs that treat life threatening illnesses for which there are no effective treatment or preventive methods, but their clinical trials already have the data to prove efficacy and their clinical value is predictable, (2) drugs that are urgently needed for public health reasons, and their clinical trials already have the data to prove efficacy and their clinical value is predictable; or (3) vaccines that are urgently needed for major public health emergencies or otherwise deemed by the NHC to be urgently needed, and it is concluded upon evaluation that their benefits outweigh their risks. Following approval, the MAH is required to take risk mitigation measures and complete a post-marketing study as required by the NMPA within a prescribed timeline.

Breakthrough Therapy Designation

Breakthrough therapy designation (“BTD”) is a process designed to expedite the development and review of clinical stage, innovative or improved new drugs that meet the following criteria: (1) they are intended to treat life threatening conditions or conditions that have serious negative impacts on the quality of life, and (2) there are no effective treatment or preventive methods available, or there is preliminary clinical evidence indicating that they may demonstrate substantial improvement over available therapies. Applicants of drugs designated as breakthrough therapies will be entitled to direct communications with CDE at key states during the clinical trials and may seek CDE’s opinion on study progress.

Policies on Expediting Approval of Imported Oncology Drugs

The PRC government continues to establish measures and incentives to promote the development and swifter approval of marketing for oncology and other innovative drugs. Beginning in May 2018, the PRC eliminated tariffs on a significant number of imported innovative drugs, including oncology drugs, making the importation process more efficient. The PRC government has also stated that it will explore ways to expand access to reimbursement under the state health plans for innovative drugs (particularly for urgently needed oncology drugs).

Clinical Trials and Marketing Approval

Upon completion of preclinical studies and preliminary CMC studies, a sponsor typically needs to conduct clinical trials in China for registering a new drug. The data requirements and materials required for this application are determined by the registration category. The NMPA has taken a number of steps to increase efficiency for approving clinical trial applications, and it has also significantly increased monitoring and enforcement of GCP to ensure data integrity.

Clinical Trial Approval

All clinical trials conducted in China for the purpose of seeking marketing approvals must be approved by the NMPA and conducted at hospitals satisfying GCP requirements. In addition to a standalone China trial to support development, imported drug applicants may include Chinese clinical sites as part of an international multicenter trial (“IMCT”). Domestically manufactured drugs are not subject to foreign approval requirements and the NMPA permits those drugs to conduct development via an IMCT as well.

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The DAL has adopted an implied approval system for clinical trials of new drugs. Trials can proceed if after 60 business days, the applicant has not received any objections from the CDE. In September 2025, the NMPA issued the Announcement on Optimizing the Review and Approval of Clinical Trial Applications for Innovative Drugs, which formally established an accelerated approval pathway for innovative drugs. Under this regulation, the review timeline is compressed to 30 working days for certain innovative drugs that are designated as national priorities (including those for pediatric use or rare diseases) or are part of global simultaneous development programs. This policy significantly expedites the regulatory timeline for eligible global innovative drug candidates.

Human Genetic Resources Regulation

The Regulation on the Administration of Human Genetic Resources (“HGR Regulation”) applies to all human genetic resources (“HGR”)-related activities for R&D purposes, including sampling, biobanking, use of HGR materials and associated data in China, and the provision or sharing of such materials or data with non-PRC parties. As we are a Swiss company, we and our activities in China are subject to the HGR Regulation. Such non-PRC parties seeking access to China’s HGRs for scientific research, including clinical trials intended to support marketing approval of drugs and medical devices in China, must do so only through collaborations with Chinese parties, such as Chinese hospitals. The HGR Regulation prohibits non-PRC parties from independently sampling or biobanking any China HGR in China and requires approval for the sampling of certain HGR and biobanking of all HGR by Chinese parties. Any cross-border transfer of the HGR materials, either under an international collaboration or as a direct export, must be on an as-needed basis and requires approval. In addition, providing HGR data to non-PRC parties requires a record filing.

The HGR Regulation provides a record-filing procedure for international collaborations on clinical trials intended to support marketing approval of drugs in China that do not transfer HGR materials abroad, while the advance approval requirement still applies if such trials involve export of HGR materials or the collection, testing, analysis or disposal of HGR samples during the trials are not solely conducted at the clinical trial sites. Companies conducting global clinical trials may benefit little from this record filing procedure because those trials would often require cross-border transfer of HGR materials and the advance approval requirement would still apply.

The HGR Regulation requires parties to jointly apply for and own the patent rights arising from the results generated from international collaborations that utilize China HGR. Subject to approval, the parties may contractually agree on how to dispose of their patent rights and non-patent proprietary rights arising from the collaboration. As the joint ownership requirement is rather broad, it is unclear how this requirement will be implemented in practice.

The HGR Regulation also imposes severe penalties for various violations, including warnings, disgorgement of illegal gains, confiscation of illegal HGR, fines, and temporary or permanent debarment of companies, institutions and responsible persons from future HGR projects regulated by the HGR Regulation.

The Implementing Rules for the HGR Regulation (the “HGR Implementing Rules”) provide several clarifications. HGR data is narrowed down to cover only the data derived from HGR materials and gene-irrelevant clinical data, image data, protein data, and metabolic data are expressly excluded. The industry guidance provides more clarifications from the practice perspective, including: (1) the non-PRC entity operating the electronic data capture system for an in-China trial is no longer regarded as a non-PRC party; (2) for gene-related scientific studies, if non-PRC entities do not substantively participate in such studies, nor obtain any study data, then such studies are no longer subject to the HGR regulation; and (3) human urine, feces, blood plasma, and blood serum are expressly excluded from the scope of HGR materials.

Trial Exemptions and Acceptance of Foreign Data

The NMPA may be flexible on the requirements of trials and data generated in China, depending on the drug and the existing data. The NMPA has granted waivers for all or part of trials and stated that it will accept data generated abroad (even if not part of a global study), including early phase data, that meets its requirements. Data from foreign clinical trials must meet authenticity, completeness and accuracy requirements. Sponsors must be attentive to potentially meaningful ethnic differences in the subject population.

The NMPA permits drugs approved outside of China to be approved in China on a conditional basis without the need for pre-approval clinical trials in China. Specifically, in 2018, the NMPA established a program permitting drugs that have been approved within the last ten years in the U.S., EU or Japan to be approved in China without local clinical trials if they (1) prevent or treat orphan diseases, (2) prevent or treat serious life-threatening illnesses for which there is either no effective therapy in China, or for which the foreign-approved drug would have clear clinical advantages. Applicants for such conditional approvals will be required to establish a risk mitigation plan and may be required to complete trials in China after the drug is approved.

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Clinical Trial Process and Good Clinical Practices

As in other parts of the world, clinical trials in China typically have three phases. Phase 1 refers to the initial clinical pharmacology and human safety evaluation studies. Phase 2 refers to the preliminary evaluation of a drug candidate’s therapeutic efficacy and safety for target indication(s) in patients. Phase 3 (often the pivotal study) refers to clinical trials to further verify the drug candidate’s therapeutic efficacy and safety on patients with target indication(s) and ultimately provide sufficient evidence for the review of a drug registration application. The NMPA requires that the different phases of clinical trials in China receive ethics committee approval (with exemptions for certain specific circumstances and comply with GCP. The NMPA conducts inspections on clinical trials conducted in China to assess GCP compliance and may refuse to approve the drug if it finds substantial issues in the trials. In addition, upon granting the drug registration certificate, NMPA may, at its sole discretion, require a Phase 4 trial to be conducted by MAH within a specified period of time to further monitor and obtain safety and efficacy data of the drug.

New Drug Application (“NDA”) and Approval

Upon completion of clinical trials, a sponsor may submit clinical trial data to support marketing approval for the drug. For domestically manufactured drugs, NDA sponsors must submit data derived from the submitted drugs in support of their approval. Under the DAL, upon approval of the registration application, the NMPA will issue a drug registration certificate, or marketing approval of the drug, to the applicant, and the applicant is no longer required to be equipped with relevant manufacturing capability.

Manufacturing and Distribution

All facilities that manufacture drugs in China must receive a Drug Manufacturing License (“DML”) with an appropriate “scope of manufacturing” from the local drug regulatory authority. This license must be renewed every five years, and the manufacturing facility is also required to comply with GMP. NMPA has been increasing its regulatory oversight and control over contract manufacturing activities in China by way of imposing more specific and higher regulatory compliance requirements in terms of personnel, quality management system, and oversight of CMOs on MAHs.

Similarly, to conduct sales, importation, shipping and storage, a company must obtain a Drug Distribution License (“DDL”) from the local drug regulatory authority, subject to renewal every five years. One exception is that the DAL and relevant implementation rules allow the MAH to conduct wholesales of its drugs directly without holding a separate DDL for wholesale.

China has developed a “Two-Invoice System” to control distribution of prescription drugs. This system generally requires that no more than two invoices may be issued throughout the distribution chain, with one from the manufacturer to a distributor and another from the distributor to the end-user hospital. This excludes the sale of products invoiced from the manufacturer to its wholly-owned or controlled distributors, or for imported drugs, to their exclusive distributor, or from a distributor to its wholly-owned or controlled subsidiary (or between the wholly-owned or controlled subsidiaries). However, the system still significantly limits the options for companies to use multiple distributors to reach a larger geographic area in China. Compliance with the Two-Invoice System is a prerequisite for pharmaceutical companies to participate in procurement processes with public hospitals, which currently provide most of China’s healthcare. Manufacturers and distributors that fail to implement this system may lose their qualifications to participate in the bidding process or be blacklisted from engaging in drug sales to public hospitals in a locality.

Post-Marketing Surveillance

Under the DAL, the MAH of a drug is ultimately responsible for pharmacovigilance, including quality assurance, adverse reaction reporting and monitoring, and product recalls. A MAH for a drug that is currently under the new drug monitoring period has to report all adverse drug reactions (as opposed to just serious adverse reactions) for that period.

Advertising and Promotion of Pharmaceutical Products

China has a strict regime for the advertising of approved medicines. No unapproved medicines may be advertised. The definition of an advertisement is very broad and does not expressly exclude scientific exchange; an advertisement can be any media that directly or indirectly introduces the product to end users. An enterprise seeking to advertise a prescription drug may do so only in medical journals jointly approved by NMPA and the NHC, and each advertisement requires approval from a local drug regulatory authority. The content of an approved advertisement may not be altered without filing a new application for approval.

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Prescription drug advertisements are subject to strict content restrictions, which prohibit recommendations by doctors and hospitals and guarantees of effectiveness. Advertising that includes content outside of the drug’s approval documentation (off-label content) is prohibited. False advertising can result in civil suits from end users and administrative liability, including fines. In addition to advertisements, non-promotional websites that convey information about a drug must go through a separate approval process by a local drug regulatory authority.

Regulatory Intellectual Property Protections

The amendments to the PRC Patent Law (the “Amended PRC Patent Law”) provide a cause of action to allow a patent holder to initiate a declarative action during the regulatory review process of a generic drug application to determine whether the drug falls within the patent scope, which may be comparable to the patent linkage system in the U.S. The Amended PRC Patent Law also provides patent term extension (“PTE”) for the patent term lost during the regulatory review process of a new drug upon the patent holder’s request. The extended term shall not exceed five years, and the total patent term after approval of the drug shall not exceed 14 years.

Reimbursement and Pricing

China regulates drug prices mainly by establishing a consolidated procurement mechanism, restructuring medical insurance reimbursement standards and strengthening regulation of medical and pricing practices, as discussed below.

National Reimbursement Drug List

China’s national medical insurance program currently consists of two fundamental basic medical insurance sub-programs: (1) for urban employees, under which urban employers are required to enroll their employees in the program and the insurance premium is jointly contributed by the employers and employees; and (2) for urban and rural residents, which allows urban and rural residents who do not have employers to voluntarily participate in the basic medical insurance program and the insurance premium is jointly contributed by the participants and the government. Program participants are eligible for full or partial reimbursement of the cost of medicines included in the NRDL.

A pharmaceutical product listed in the NRDL must be clinically needed, safe, effective, reasonably priced, easy to use, and available in sufficient quantity.

China has been pursuing a policy of expediting the addition of innovative oncology drugs to this list. BRUKINSA (zanubrutinib), tislelizumab, and XGEVA (120-mg denosumab) have been included in the NRDL since 2020. PARP inhibitor PARTRUVIX (pamiparib) has been included in the NRDL since 2021. KYPROLIS has been included in the NRDL since the beginning of 2023. SYLVANT and BAITUOWEI have been included in the NRDL since the end of 2023. To allow patients with commercial insurance earlier access to advanced treatments, the NHSA also introduced a Commercial Health Insurance Innovative Drug List (“CHIIDL”, effective as of January 1, 2026) in December 2025, which includes 19 high-value treatments not currently covered by the basic medical insurance fund. ZIIHERA and QARZIBA have been included in CHIIDL since 2025.

Centralized Procurement and Tenders

Under current regulations, public medical institutions owned by the government or owned by state-owned or controlled enterprises are required to purchase pharmaceutical products through centralized online procurement processes. There are exceptions for drugs on the National List of Essential Drugs, which must comply with their own procurement rules, and for certain drugs subject to the central government’s special control.

Since 2018, the government implemented a “zero markup” policy on all drugs among all public healthcare institutions nationwide. In addition, some local governments have begun to allow medical institutions to collectively negotiate with manufacturers for a second price to further lower the already agreed bid price. The Two-Invoice System, described above, is also designed to reduce price mark-ups brought about by multi-tier distribution chains.

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Other PRC National and Provincial Laws and Regulations

Pharmaceutical companies operating in China are subject to changing regulations under many other laws and regulations administered by national, provincial and municipal governmental authorities, some of which are or may become applicable to our business. For example, we are subject to regulations relating to labor and social insurance, product liability and the confidentiality of patient medical information and the circumstances under which patient medical information may be released for inclusion in our information systems or released by us to third parties. The privacy of human subjects in clinical trials is also protected by privacy laws such as the Personal Information Protection Law. These laws and regulations governing both the disclosure and use of confidential patient medical information may become more restrictive in the future, including restrictions on transfer of healthcare data. The Cybersecurity Law designates healthcare as a priority area that is part of critical information infrastructure, and China’s cyberspace administration has been working to finalize the regulatory regime on cross-border transfer of personal information.

PRC Regulation of Foreign Investment

The Foreign Investment Law of the PRC (the “Foreign Investment Law”) and its implementing rules (the “Implementing Rules”) establish a basic framework for access to, and the promotion and administration of foreign investments in China. The Foreign Investment Law establishes a pre-entry national treatment and negative list system for the administration of foreign investments. “Pre-entry national treatment” means that the treatment afforded to foreign investors at the market access stage shall be no less favorable than that afforded to domestic investors. “Negative list” refers to the special administrative measures for foreign investors’ access to specific fields or industries. Foreign investments outside of the negative list will be granted national treatment. Foreign investors shall not invest in the prohibited fields as specified in the negative list, and foreign investors who invest in the restricted fields shall comply with certain special requirements including the shareholding percentage and citizenship of senior executives. The current industry entry clearance requirements governing foreign investment activities in the PRC are set out in two categories, namely the Special Entry Management Measures for the Access of Foreign Investment (Negative List) (2024 version), and the Encouraged Industry Catalogue for Foreign Investment (2022 version) (the “2022 Encouraged Industry Catalogue”). Industries not listed in these two categories are generally deemed “permitted” for foreign investments unless specifically restricted by other applicable PRC laws or regulations. Pursuant to the 2022 Encouraged Industry Catalogue, the research, development and manufacture of innovative oncology drugs, cell therapies, and certain other types of pharmaceutical products belongs to the encouraged industries for foreign investment. In September 2024, the Ministry of Commerce, the National Health Commission and the National Medical Products Administration jointly issued the Notice on Carrying out a Pilot Program for Expanding Opening-up in the Medical-related Field, which further allows foreign invested enterprises to engage in the technology development and application of human stem cell, gene diagnosis and treatment in four designated pilot free trade zones of China for the registration, marketing and production of products, and allow the establishment of wholly foreign-owned hospitals in selected cities and regions, which will further optimize foreign investment environment and attract foreign investment to propel the high-quality development of healthcare sector in China.

PRC Antitrust Regulation

China’s anti-trust regulatory regime is founded on the Anti-Monopoly Law (the “AML”) and supplemented by several implementation rules. The AML in general restricts monopolistic practices including concentration of undertakings, horizontal and vertical monopolistic agreements, and certain activities of market dominance abuse.

The AML provides heavy penalties for violations, including warnings, confiscation of illegal gains, fines, revocation of required business and operating licenses, suspension of business, and even criminal liabilities.

The SAMR is the chief regulator of anti-trust law in China, and the pharmaceutical sector has been one of its focused enforcement areas for years. For example, in 2021, a local drug company was found to have engaged in resale price maintenance (“RPM”) practices and fined up to RMB 764 million, and in 2023, SAMR announced seven administrative penalty decisions on monopoly agreement reached and/or abuse of market dominance in pharmaceutical industry.

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Regulations Relating to Technology Export Control

Import and export of technologies for civilian use are regulated under the PRC Administrative Regulations on Technology Import and Export (the “TIER”). Technology export is broadly defined under Chinese law to encompass any cross-border transfer of technologies from a Chinese entity to overseas. TIER divides technology export into the categories of (1) “prohibited” technologies, which cannot be exported outside China (2) “restricted” technologies, which requires approvals from the relevant Chinese authority, and (3) “unrestricted” technologies, which requires filing of proper transaction documents with the authority. The “prohibited” and “restricted” technologies are defined by the Catalogue of Technologies Prohibited or Restricted from Export (the “Catalogue”). The latest Catalogue, issued in December 2023, included “cell cloning and gene editing technologies used in humans” into the prohibited list. It remains unclear how the Chinese government would eventually enforce such prohibition on technology control. We plan to closely monitor China’s legislative and regulatory evolvement in this area and its potential impact on our operations in China.

Regulations Relating to Commercial Bribery

In January 2025, SAMR launched a first-of-its-kind Compliance Guidelines for Healthcare Companies to Prevent Commercial Bribery Risks, which provide guidance for managing commercial bribery risks for healthcare and pharmaceutical companies and reflect the SAMR’s enforcement priorities and high-risk areas of focus observed in recent years.

Subject to the Credit Evaluation System for Pharmaceutical Pricing, Bidding and Procurement, the National Healthcare Security Administration has established a catalog of dishonest practices related to drug pricing and procurement through bidding, which will be dynamically adjusted. The dishonest practices included in this catalog primarily encompass kickbacks or other improper benefits in the buying and selling of drugs, tax-related violations, monopolistic behaviors, improper pricing practices, disruption of centralized procurement processes, malicious breach of contracts, and other acts that contravene good faith principles. Provincial centralized procurement agencies will take action against pharmaceutical companies based on their trustworthiness ratings.

Regulations Relating to Foreign Exchange

The Foreign Exchange Administration Regulations govern foreign currency exchange in China. Under these regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. In contrast, approval from or registration with appropriate government authorities or designated banks is required when RMB is to be converted into a foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans.

Under current regulations, the capital of a foreign-invested enterprise and capital in RMB obtained by the foreign-invested enterprise from foreign exchange settlement must not be used for the following purposes: directly or indirectly for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; directly or indirectly for investment in securities or certain other financial products, unless otherwise provided by relevant laws and regulations; or extending loans to non-related parties, unless permitted by the scope of business or located in the designated area.

Regulations Relating to Dividend Distributions

Foreign-invested companies may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic companies and foreign invested PRC companies are required to allocate at least 10% of their respective accumulated after-tax profits each year, if any, to fund certain capital reserve funds until the aggregate amount of these reserve funds have reached 50% of the registered capital of the companies. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations Relating to Overseas Listing

In 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic (the “Overseas Listing Trial Measures”), and related guidelines requiring Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.

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The Overseas Listing Trial Measures clarify the scope of overseas offerings and listings by Chinese domestic companies which are subject to the filing and reporting requirements thereunder, and provide that Chinese domestic companies that have already directly or indirectly offered and listed securities in overseas markets shall fulfil their filing obligations and report relevant information to the CSRC within three working days after conducting a follow-on offering of equity securities on the same overseas market, and follow the relevant reporting requirements within three working days upon the occurrence of any specified circumstances provided thereunder. According to the Overseas Listing Trial Measures, if we were deemed as an indirect overseas listed Chinese domestic company but fail to complete the filing procedures with the CSRC for any of our follow-on offerings or follow any other reporting requirements required thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council.

Rest of World Regulation

For other countries outside of the U.S., the EU and the PRC, the requirements governing the conduct of preclinical studies, clinical trials, drug licensing, manufacturing, pricing and reimbursement, and other matters impacting our business vary from country to country. In all cases, clinical trials must be conducted in accordance with GCP requirements, applicable regulatory requirements, and the ethical principles having their origin in the Declaration of Helsinki.

Status under Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act (as amended, the “HFCAA”) includes requirements for the SEC to identify issuers who file annual reports with audit reports issued by independent registered public accounting firms located in foreign jurisdictions that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate completely because of a position taken by a non-U.S. authority in the accounting firm’s jurisdiction (“Commission-Identified Issuers”). The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s independent registered public accounting firm for two consecutive years since 2021, the SEC shall prohibit the issuer’s securities registered in the U.S. from being traded on any national securities exchange or over-the-counter markets in the U.S.

Under the HFCAA, each Commission-Identified Issuer is required to submit documentation to the SEC annually on or before its annual report due date that establishes that it is not owned or controlled by a government entity in its public accounting firm’s foreign jurisdiction and require additional specified disclosures by “foreign issuers” as defined in Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC identifies an issuer as a Commission-Identified Issuer after the issuer files its annual report and on a rolling basis. To end an initial or subsequent trading prohibition, a Commission-Identified Issuer must certify that it has retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate by filing financial statements that include an audit report signed by such a registered public accounting firm.

On March 30, 2022, the SEC added BeOne Medicines Ltd. to its conclusive list of issuers identified under the HFCAA. Ernst & Young Hua Ming LLP, located in the PRC, served as our independent registered public accounting firm from 2014 to 2021, including for our annual report on Form 10-K for the year ended December 31, 2021. However, as our global business has expanded, we have built substantial organizational capabilities outside of the PRC and have evaluated, designed and implemented business processes and control changes. Therefore, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audits of our financial statements and internal control over financial reporting to be filed with the SEC. On the same day, our audit committee approved the engagement of Ernst & Young LLP (U.S.) as the Company’s independent registered public accounting firm for the audits of our financial statements and internal control over financial reporting for the fiscal year ending December 31, 2022. Ernst & Young LLP (U.S.) has continued to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and those thereafter. No changes were made to the accounting firms who audit our financial statements filed with the Shanghai Stock Exchange and the Hong Kong Stock Exchange, which remain Ernst & Young Hua Ming LLP, located in Beijing, PRC, and Ernst & Young, located in Hong Kong, PRC, respectively.

In December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there are no Commission-Identified Issuers at risk of having their securities subject to a trading prohibition under the HFCAA.

Given that Ernst & Young LLP (U.S.) has served as the principal accountant to audit our consolidated financial statements to be filed with the SEC since 2022, we believe this should preclude the delisting of our American Depositary Shares from Nasdaq under HFCAA. For a detailed description of risks related to our doing business in China and status under the HFCAA, see “Item 1A. Risk Factors—Risks Related to Our Doing Business in the PRC.”

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Doing Business in the PRC

As a result of our operations in the PRC, the PRC government may exert influence over our operations at any time, which could result in a material change in our operations and/or the value of our ADSs, ordinary shares, or RMB Shares. For example, the PRC government has recently published policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our company.

Furthermore, the PRC government has also indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted outside of China and over foreign investment in China-based companies. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. The PRC government initiated a series of regulatory actions and statements to regulate business operations in China, including enforcement actions against illegal activities in the securities market, enhancing supervision over China-based companies listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, in July 2021, the relevant PRC government authorities made public the Opinions on Intensifying Crack-Down on Illegal Securities Activities (the “Securities Opinions”) which emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. In September 2024, the State Council released the Administrative Regulations on Cyber Data Security, which require, among others, a prior cybersecurity review for cyber data processing activities which affect or may affect national security. In March 2023, the Overseas Listing Trial Measures, and five relevant guidelines issued by the CSRC took effect, requiring the Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.

The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on overseas listed PRC companies regarding data security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China’s securities laws. It is uncertain whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us, but among other things, our ability to obtain external financing through the issuance of equity securities in the U.S., Hong Kong or other markets could be negatively affected, and as a result, the trading prices of our ADSs, ordinary shares and RMB Shares could significantly decline or become worthless. For a detailed description of risks related to our doing business in China, please see the section of this Annual Report titled “Item 1A. Risk Factors—Risks Related to Our Doing Business in the PRC.”

Flow of Funds with our Operations including the PRC

We are a holding company incorporated in Switzerland with operations primarily conducted through direct and indirect subsidiaries in the U.S., China, the UK and Australia. The intercompany flow of funds within the organization is effected through capital contributions, intercompany loans, intercompany transfers of products and intellectual property, and cost reimbursements. Since formation in 2010, BeOne Medicines Ltd. has raised over $10.8 billion in various public and private stock offerings, and has raised additional amounts from various borrowings, and beginning in Q3 2024, from cash flows from operations. Of the amounts raised, (1) $2.1 billion and RMB20 billion have been transferred as capital contributions to its operating subsidiaries and (2) $1.2 billion and RMB1.9 billion are outstanding intercompany loans due from its operating subsidiaries as of December 31, 2025. All biopharmaceutical patents previously owned by BeOne Medicines Ltd. have been transferred to operating subsidiaries for further development and commercialization. As of December 31, 2025, BeOne Medicines Ltd. held $584 million in cash and cash equivalents which are available for future investment in its programs and operating subsidiaries. The Company’s subsidiaries outside of China have cash and cash equivalents of $3.2 billion that may be permanently transferred to BeOne Medicines Ltd. in the form of dividends and distributions or temporarily in the form of intercompany loans or advances without consent of a third-party; however, to date, BeOne Medicines Ltd. has not received any dividends or distributions from its operating subsidiaries. For further information on our intercompany flow of funds, please refer to (i) the sections titled “Liquidity and Capital Resources” and “Risk Factors—Risks Related to Our Doing Business in the PRC—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business,” and (ii) our consolidated financial statements and the related notes included herein.

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As of December 31, 2025, the Company has established a deferred tax liability of $30 million associated with potential withholding taxes in the U.S. and Canada on unremitted earnings that are no longer indefinitely reinvested. The amount of actual cash taxes associated with potential future distributions will depend on the timing of cash outflows at the parent and availability and use of cash in other jurisdictions that are not subject to withholding taxes. Please see the section titled “Liquidity and Capital Resources” for further discussion.

Further, our board of directors has adopted a dividend policy which provides that we currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Subject to applicable law and our articles of association, any future determination to pay dividends must be approved in advance by our shareholders. Our board of directors may propose a dividend to shareholders but cannot itself authorize the dividends. Such recommendation by our board of directors may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. This dividend policy reflects our board of directors’ current views on our financial and cash flow position. We intend to continue to review our dividend policy from time to time, and there can be no assurance that dividends will be paid in any particular amount, if at all, for any given period.

We have never declared or paid any dividends on our ordinary shares or any other securities. If we pay dividends in the future, in order for us to distribute dividends to our shareholders and holders of ADSs, we may rely to some extent on dividends distributed by our PRC subsidiaries. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us, and such distributions will be subject to PRC withholding tax. In addition, PRC regulations currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits, as determined in accordance with our articles of association and the accounting standards and regulations in the PRC.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries or as noted above on dividends and distributions from our U.S, Canadian and other subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any of our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us from those subsidiaries in the PRC but not from our subsidiaries in the U.S., Canada and others. Under PRC laws and regulations, our PRC subsidiaries may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Such reserve funds cannot be distributed to us as dividends. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund, or a staff welfare and bonus fund. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. As of December 31, 2025, these restricted assets totaled $2.0 billion.

Our PRC subsidiaries generate primarily all of their revenue in RMB, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their RMB revenues to pay dividends to us. However, conversion of RMB to other currencies are permitted for the purpose of dividends according to the PRC’s regulations on foreign exchange control. The PRC government may, in accordance with applicable laws and regulations, impose limitations on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. As a result, and principally due to the restriction in China, our subsidiaries’ restricted net assets (as defined in Rule 5-04 of Regulation S-X) exceeds 25% of our consolidated net assets and thus we have provided the stand-alone financial statements of BeOne Medicines Ltd. in Item 15 as Schedule 1.

The PRC Enterprise Income Tax Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-PRC resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding rate arrangement and such non-PRC resident enterprises constitute the beneficiary of such income.

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Pursuant to an arrangement between Mainland China and the Hong Kong Special Administrative Region and relevant tax regulations of the PRC, subject to certain conditions, a reduced withholding tax rate of 5% will be available for dividends from PRC entities provided that the recipient can demonstrate it is a Hong Kong tax resident and it is the beneficial owner of the dividends. The government adopted regulations in 2018 which stipulate that in determining whether a non-resident enterprise has the status as a beneficial owner, comprehensive analysis shall be conducted based on the factors listed therein and the actual circumstances of the specific case shall be taken into consideration. Specifically, it expressly excludes an agent or a designated payee from being considered as a “beneficial owner.” We own the PRC subsidiaries through BeOne Medicines (Hong Kong) Co., Limited (“BeOne HK”). BeOne HK currently does not hold a Hong Kong tax resident certificate from the Inland Revenue Department of Hong Kong, and there is no assurance that the reduced withholding tax rate will be available.

Permissions Required from the PRC Authorities for Our Operations and Securities Offerings

We conduct our business in the PRC through our PRC subsidiaries. Our operations in the PRC are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries have obtained all requisite licenses and permits from the PRC government authorities that are material for their business operations in the PRC, including, among others, business licenses issued by local counterparts of the SAMR, drug manufacturing licenses, drug trade license, clinical trial applications, drug registration certificates, licenses for use of experimental animals, pollutant discharge licenses and permits for urban sewage discharge into drainage pipe network. No material permissions have been denied to us by relevant government authorities in China. As of the date of this Annual Report, we do not operate our businesses in China or elsewhere through variable interest entities, or VIEs, and therefore are not subject to risks associated with contractual arrangements with VIEs. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our business operations and corporate structure from the CSRC, the Cyberspace Administration of China (the “CAC”), or any other PRC governmental agency that would have a material impact on our business, results of operations or financial condition. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot assure you that we have obtained all permits or licenses required for conducting our business in the PRC. If (i) we have inadvertently concluded that such permissions, approvals, licenses or permits have been acquired or are not required, or (ii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions, approvals, licenses or permits in the future, then we may have to expend time and costs to procure them. If we are unable to do so on commercially reasonable terms or in a timely manner, it could cause significant disruption to our business operations and damage our reputation, which would in turn have a material adverse effect on our business, results of operations and financial condition.

In connection with our previous issuance of securities to foreign investors in stock markets outside the PRC, under current PRC laws, regulations and regulatory rules, as of the date of this Annual Report, we and our PRC subsidiaries, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority. In 2023, the CSRC released the Overseas Listing Trial Measures and five relevant guidelines. The Overseas Listing Trial Measures require the Chinese domestic companies’ overseas offerings and listings of equity shares, depositary receipts, convertible bonds, preferred shares or other equity securities be filed with the CSRC. See “Item 1. Business—Government Regulation—PRC Regulation—Regulations Relating to Overseas Listing”. If we were deemed as an indirect overseas listed Chinese domestic company subject to the filing requirements under the Overseas Listing Trial Measures, our offering of equity securities on Nasdaq or Hong Kong Stock Exchange in the future would be required to be filed with the CSRC within three working days after the offering is completed.

As of the date of this Annual Report, we have not received any inquiry, notice, warning or sanction regarding obtaining approval, completing filing or other procedures in connection with offering our equity securities in overseas stock markets from the CSRC or any other PRC governmental or regulatory authorities that have jurisdiction over our operations. However, there remains significant uncertainty as to the interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities, including the Overseas Listing Trial Measures. Although we intend to fully comply with the then effective relevant laws and regulations applicable to any securities offerings we may conduct, there are uncertainties with respect to whether we will be able to fully comply with requirements to obtain any permissions and approvals from, or complete any reporting or filing procedures with, PRC authorities that may be in effect in the future. If we, for any reason, are unable to complete, or experience significant delays in completing the requisite filing or other procedure(s), we may face sanctions by the CSRC or other Chinese regulatory authorities as applicable. These regulatory authorities may impose fines and penalties on our operations in the PRC, limit our ability to pay dividends outside of China, limit our operations in the PRC, delay or restrict the repatriation of funds into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, ordinary shares and RMB Shares.

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Cash Management Policies and Procedures

The frequency and amount of intercompany transfers of funds is determined based on the working capital needs of our subsidiaries and intercompany transactions, and is subject to internal approval processes and funding arrangements. Our management reviews and monitors our cash and working capital needs and external debt repayment and borrowing needs, of our subsidiaries on a regular basis. In addition, capital contributions and intercompany loan arrangements are subject to local jurisdiction and banking regulations.

BeOne Medicines Ltd. and its subsidiaries hold cash in demand deposits, time deposits and money market funds for the operating needs of each entity, including from intercompany transactions. As needed, cash to fund both short-term operating needs (such as investments in inventory or sales and marketing capabilities) and long-term investment needs (such as for property, plant and equipment) can be transferred from BeOne Medicines Ltd. or between subsidiaries to supply additional liquidity using capital contributions, intercompany advances or loans, as follows:

•Cash may be transferred between BeOne HK and its operating subsidiaries in mainland China through intercompany loans and capital contributions. Cash generated from BeOne HK is used to fund operations of its subsidiaries, and no funds were transferred from BeOne HK’s subsidiaries in mainland China to fund operations of other BeOne subsidiaries outside of mainland China for the years ended December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, the amount of cash transferred between BeOne HK and its subsidiaries in mainland China was $95 million and $106 million, respectively.

•Cash may be transferred between BeOne Medicines UK, Ltd. (“BeOne UK”) and/or BeOne Medicines I GmbH (“BeOne Switzerland”) and their respective operating subsidiaries through intercompany fund advances and capital contributions. There are currently no restrictions on transferring funds between BeOne UK or BeOne Switzerland and their respective operating subsidiaries. Cash generated from BeOne UK and BeOne Switzerland may be used to fund operations of their respective subsidiaries, and no funds were transferred from BeOne UK’s subsidiaries or from BeOne Switzerland’s subsidiaries to fund operations of other BeOne subsidiaries (such as BeOne HK and its subsidiaries in mainland China) for the years ended December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, the amount of cash transferred between BeOne UK to its respective subsidiaries was $5 million and $142 million, respectively. For the years ended December 31, 2025 and 2024, the amount of cash transferred between BeOne Switzerland to its respective subsidiaries was nil.

Seasonality of Business

Our global business has historically been subject to seasonality due to the dynamics of each market. For example, in the U.S., our fourth quarter results are affected by customer buying patterns influenced by pricing dynamics, with a corresponding offset to our first quarter results from these inventory management practices by our distributors. Net pricing and demand are also impacted in the U.S. in the first quarter due to patient co-pays and deductibles resetting at the beginning of each year. However, there are no assurances that these historical trends will continue in the future.

Human Capital Resources

We are committed to attracting and retaining exceptional, passionate people to work with a clear purpose: creating impactful, affordable and accessible medicines to help more patients around the world live better. To this end, we provide opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits, health and wellness programs, and by programs that build connections among our employees worldwide.

We believe that the success of our business is fundamentally connected to the well-being of our employees. Hence, we take a holistic view of well-being – one that considers financial, physical, and social-emotional health – we are working to cultivate a community and culture where our colleagues can find balance both professionally and personally. Accordingly, we offer our employees and their families innovative, flexible and convenient health and wellness programs, that are tailored to the region of the world where they work.

Our competitive compensation and benefits programs help meet the needs of our employees. In addition to base salaries, these programs include potential annual discretionary bonuses, equity awards, a 401(k) plan in the U.S. and pension plans in other jurisdictions, healthcare and insurance benefits, health savings, life and disability insurances, and flexible spending accounts, paid time off, family leave, and flexible work schedules, among others. In addition to our broad-based equity award programs, we have used equity-based grants with vesting conditions to facilitate retention of key personnel. In addition to compensation and benefits, we provide our employees opportunities for growth through challenging job assignments, performance management and training opportunities. We seek to remain competitive in our compensation and benefits by routinely benchmarking against industry peers.

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Our worldwide teams are united by a common mission. We are committed to encouraging a culture of open communication where employees can ask questions, raise concerns, and contribute creative solutions. Our management team routinely makes themselves available to all employees, including in regular town hall events that encourage open dialogue. Fostering a culture of accountability and compliance is also important, and all of our employees complete trainings on applicable corporate policies including our Global Code of Conduct which covers conflicts of interest; Harassment, Discrimination, and Retaliation Policy; Insider Trading Policy; and Anti-Corruption Policy.

At BeOne, empowering our people begins with our culture and values: Bold Ingenuity, Collaborative Spirit, Driving Excellence, and most importantly, Patients First. As a global entity with many remote workers, we have been able to build a team of talented professionals with a wide range of experiences, regardless of their location. We are an equal opportunity employer. We do not discriminate on the basis of race, religion, color, sex, gender identity, sexual orientation, age, physical or mental disability, national origin, veteran status or any other basis covered by applicable law. All employment is decided on the basis of qualifications, merit, and business need. Further, we have policies in place that prohibit harassment and retaliation and a 24/7 ethics hotline where concerns can be raised on an anonymous basis. We maintain a culture where all voices are welcomed, heard, and respected.

As of February 13, 2026, we had nearly 12,000 full-time employees worldwide, across six continents, with approximately 1,900 employees in the U.S. and the balance outside of the U.S. We have also engaged and may continue to engage contingent workers to assist us with our operations. None of our employees are represented by a labor union or covered by a collective bargaining agreement, except as required by local laws such as in some European countries and Brazil. We also track voluntary and involuntary turnover rates and we consider our relations with our employees to be good.

Responsible Business & Sustainability

As a global organization focused on providing innovative medicines to more patients around the world, our Responsible Business & Sustainability (“RB&S”) efforts are aligned with our corporate strategy. We believe: broad patient access and sustainable profitability are achievable through cost and speed efficiencies in drug discovery and development; the discovery of novel solutions is enabled by engaged colleagues with varied experiences and perspectives and an inclusive culture; and operational resilience is supported by our efforts to identify and mitigate risk in our operations and in our value chain. As such, our RB&S strategy is focused on the following key areas:

1.Advancing Global Health - We are focused on developing impactful medicines that will be accessible to far more patients around the world.

2.Empowering Our Colleagues - We are committed to fostering a culture of innovation and building a global workforce that enables our colleagues to thrive.

3.Innovating Sustainably - We aim to assess and mitigate our impact on the environment to ensure business continuity.

4.Operating Responsibly - We operate with integrity, transparency, and discipline to ensure we are meeting the expectations of our stakeholders.

Within each focus area, we have identified key strategic priorities and have set targets where meaningful and appropriate. These targets are aspirational and may change; statements regarding these priorities and targets are not guarantees or promises that they will be met. We report our progress in April of each year, and our reports can be found on our corporate website.

Financial Information

The financial information required under this Item 1 is incorporated herein by reference from the section of this Annual Report titled “Part II-Item 8-Financial Statements and Supplementary Data.” For financial information regarding our business, please see the section of this Annual Report titled “Part II-Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report and our consolidated audited financial statements and related notes included elsewhere in this Annual Report.

Corporate Information

We are a Swiss corporation with our registered office in Switzerland located at Basel, Canton of Basel-Stadt, Switzerland. Our website address is www.beonemedicines.com. We do not incorporate the information on or accessible through our website into this Annual Report, and you should not consider any information on, or that can be accessed through, our website as part of this Annual Report.

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We own various registered trademarks, trademark applications and unregistered trademarks and service marks, including the name “BeOne” and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this Annual Report are the property of their respective holders. Solely for convenience, some of the trademarks and trade names in this document are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Available Information

We make available on or through the Investor section of our website certain reports and amendments to those reports that we file with or furnish to the SEC, in accordance with the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% shareholders pursuant to Section 16 under the Exchange Act. Additionally, we make available on our website our securities filings with the HKEx and the SSE. We make this information available on or through our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC, the HKEx, and the SSE.

From time to time, we may use our website, our X account at x.com/BeOneMedicines, our LinkedIn account at linkedin.com/company/BeOneMedicines, our Facebook account at facebook.com/BeOneMedicines, and our Instagram account at instagram.com/BeOneMedicines to disclose material information and to comply with our disclosure obligations under Regulation FD. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.beonemedicines.com. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our X posts, our LinkedIn posts and our Instagram posts are not incorporated into, and does not form a part of, this Annual Report.

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Item 1A. Risk Factors

The following section includes material factors that we believe may adversely affect our business and operations. You should carefully consider the risks and uncertainties described below and all information contained in this Annual Report, including our financial statements and the related notes and “Part II-Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our ADSs, ordinary shares, or RMB Shares. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our ADSs, ordinary shares, and RMB Shares could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Please refer to the explanation of the qualifications and limitation on forward-looking statements set forth on page 1 hereof.

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Summary of Risk Factors

Below is a summary of the material factors that make an investment in our ADSs listed on Nasdaq, our ordinary shares listed on the Stock Exchange of Hong Kong Limited, and our ordinary shares issued to permitted investors in China and listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange in Renminbi (“RMB Shares”) speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, are set forth herein and should be carefully considered, together with other information in this Annual Report and our other filings with the U.S. Securities and Exchange Commission (“SEC”), before making an investment decision regarding our ADSs, ordinary shares or RMB shares.

•Our medicines may fail to achieve and maintain the degree of market acceptance by physicians, patients, third-party payors, and others in the medical community necessary for commercial success.

•We have limited experience in launching and marketing our internally developed and in-licensed medicines. If we are unable to further develop marketing and sales capabilities or enter into agreements with third parties to market and sell our medicines, we may not be able to generate substantial product sales revenue.

•We face substantial competition, which may result in others discovering, developing, or commercializing competing medicines before or more successfully than we do.

•The market opportunities for our future medicines may be limited to those patients who are ineligible for or have failed prior treatments and may be small.

•If we or any third parties with which we may collaborate to market and sell our medicines are unable to achieve and maintain coverage and adequate levels of reimbursement or are subject to unfavorable pricing regulations, our commercial success and business operations could be adversely affected.

•Clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

•If clinical trials of our drug candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our drug candidates.

•If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

•All material aspects of the research, development, manufacturing and commercialization of pharmaceutical products are heavily regulated, and we may face difficulties in complying with or be unable to comply with such regulations, which could have a material adverse effect on our business.

•The approval processes of regulatory authorities in the U.S., China, Europe and other comparable regulatory authorities are lengthy, time consuming, costly, and inherently unpredictable. If we experience delays or are ultimately unable to obtain regulatory approval for our drug candidates, our business will be substantially harmed.

•Our medicines and any future approved drug candidates will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our medicines and drug candidates.

•We have historically incurred significant net losses and may incur net losses in the future.

•We may need to obtain additional financing to fund our operations, and if we are unable to obtain such financing, we may be unable to complete the development of our drug candidates or achieve profitability.

•If we are unable to obtain and maintain patent protection for our medicines and drug candidates, we may lose market exclusivities in our medicines.

•We rely on third parties to manufacture some of our commercial and clinical drug supplies. Our business could be harmed if those third parties fail to comply with manufacturing regulations, provide us with insufficient quantities of product or provide product at unacceptable quality levels or prices.

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•We have entered into licensing and collaboration arrangements and may enter into additional collaborations, licensing arrangements, or strategic alliances in the future, and we may not realize the benefits of such arrangements.

•If we fail to maintain an effective distribution channel for our medicines, our business and sales could be adversely affected.

•If we are not able to successfully develop and/or commercialize Amgen’s oncology products, the expected benefits of the collaboration will not materialize.

•We have significantly increased and expect to continue to increase our research, development, manufacturing, and commercial capabilities, and we may experience difficulties in managing our growth.

•Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.

•Our business is subject to complex and evolving industry-specific laws and regulations regarding the collection and transfer of personal data. These laws and regulations can be stringent and many are subject to change and uncertain interpretation, which could result in claims, changes to our data and other business practices, significant penalties, increased cost of operations, or otherwise adversely impact our business.

•We manufacture some of our medicines and intend to manufacture some of our drug candidates, if approved. Failure to comply with regulatory requirements could result in sanctions being imposed against us and delays in receiving regulatory approvals for our manufacturing facilities, or damage to, destruction of or interruption of production at such facilities, could delay our development plans or commercialization efforts.

•Restrictive covenants in our facilities agreements may limit our ability to respond to changes in market conditions or pursue business opportunities.

•Changes in the political and economic policies of the PRC government or in relations between China and the U.S. or other governments and the significant oversight and discretion the PRC government has over the conduct of the business operations of our PRC subsidiaries may materially and adversely affect our business, financial condition, and results of operations and may result in our inability to sustain our growth and expansion strategies.

•The PRC government may intervene or influence our operations at any time, and has the ability to exert significant oversight and control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

•There are uncertainties regarding the interpretation and enforcement of Chinese laws, rules and regulations, and rules and regulations in China can change quickly with little advance notice.

•Filing or other procedures with the China Securities Regulatory Commission (“CSRC”) or other Chinese regulatory authorities may be required in connection with issuing our equity securities to foreign investors under Chinese law, and, if required, we cannot predict whether we will be able, or how long it will take us, to complete such filing or other procedures. If we fail to complete a filing with the CSRC, our future offering application may be impacted and we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council.

•The trading prices of our ordinary shares, ADSs, and/or RMB Shares can be volatile, which could result in substantial losses to you.

•Your rights as a shareholder changed following the Continuation.

•As a Swiss corporation, our flexibility will be limited with respect to certain aspects of capital management.

•The Continuation has resulted in and may continue to result in additional direct and indirect costs.

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Risks Related to Clinical Development and Commercialization of Our Medicines and Drug Candidates

Our medicines may fail to achieve and maintain the degree of market acceptance by physicians, patients, third-party payors, and others in the medical community necessary for commercial success.

Our medicines may fail to achieve and maintain sufficient market acceptance by physicians, patients, third-party payors, and others in the medical community. For example, current cancer treatments like chemotherapy and radiation therapy are well established in the medical community, and doctors may continue to rely on these treatments to the exclusion of our medicines. If our medicines do not achieve and maintain an adequate level of market acceptance, the sales of our medicines may be limited and we may not become profitable. The degree of market acceptance of our medicines will depend on a number of factors, including: the clinical indications for which our medicines are approved; physicians, hospitals, cancer treatment centers, and patients considering our medicines safe and effective; government agencies, professional societies, practice management groups, insurance carriers, physicians’ groups, private health and science foundations recommending our medicines; the perceived advantages and relative cost of alternative treatments; the prevalence and severity of any side effects; product labeling, including limitations or warnings, or product insert requirements of regulatory authorities; the timing of market introduction of our medicines as well as competitive medicines; the availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities; and the effectiveness of our sales and marketing efforts.

Even if our medicines achieve market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably received, are more cost effective or render our medicines obsolete.

We have limited experience in launching and marketing our internally developed and in-licensed medicines. If we are unable to further develop marketing and sales capabilities or enter into agreements with third parties to market and sell our medicines, we may not be able to generate substantial product sales revenue.

We became a commercial-stage company in 2017, when we entered into a license and supply agreement with Celgene Logistics Sàrl, now a Bristol-Myers Squibb Company (“BMS”), to commercialize three of BMS’s approved cancer therapies, in the People’s Republic of China (“PRC” or “China”). In October 2019, we entered into a collaboration with Amgen for its commercial-stage oncology products and a portfolio of clinical- and late-preclinical-stage oncology pipeline products. We received the first approvals for our internally developed drug candidates in late 2019 in the United States (“U.S.”), in 2020 in China, and in 2021 in Europe. Given this, we have limited experience in commercializing our internally developed and in-licensed medicines, including building and managing a commercial team, conducting a comprehensive market analysis, obtaining state licenses and reimbursement, and managing distributors and a sales force for our medicines. As a result, our ability to successfully commercialize our medicines may involve more inherent risk, take longer, and cost more than it would if we were a company with substantial experience in launching medicines.

If we are unable to, or decide not to, further develop internal sales, marketing, and commercial distribution capabilities for any or all of our medicines, we will likely pursue collaborative arrangements regarding the sales and marketing of our medicines. However, there can be no assurance that we will be able to establish or maintain such collaborative arrangements, or whether they will have effective sales forces. We would have little or no control over the marketing and sales efforts of such third parties, and our revenue from product sales may be lower than if we had commercialized our medicines ourselves. There can be no assurance that we will be able to further develop and successfully maintain internal sales and commercial distribution capabilities or establish or maintain relationships with third-party collaborators to successfully commercialize any medicine, and as a result, we may not be able to generate substantial product sales revenue.

We face substantial competition, which may result in others discovering, developing, or commercializing competing medicines before or more successfully than we do.

The development and commercialization of new medicines is highly competitive. We face competition from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. There are a number of large pharmaceutical and biotechnology companies that currently market and sell medicines or are pursuing the development of medicines for the treatment of cancer for which we are commercializing our medicines or developing our drug candidates. For example, BRUKINSA®, TEVIMBRA®, and pamiparib face substantial competition, and some of our products face or are expected to face competition from generic therapies. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing, and commercialization.

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Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize medicines that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than our medicines. Our competitors also may obtain approval from regulatory authorities for their medicines more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market and/or slow our regulatory approval.

Many of the companies against which we are competing or against which we may compete in the future have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved medicines than we do. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties compete with us in recruiting and retaining qualified scientific, management and marketing personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

The market opportunities for our future medicines may be limited to those patients who are ineligible for or have failed prior treatments and may be small.

In markets with approved therapies, we have and expect to initially seek approval of our drug candidates as a later stage therapy for patients who have failed other approved treatments. Subsequently, for those medicines that prove to be sufficiently beneficial, if any, we would expect to seek approval as a second-line therapy and potentially as a first-line therapy, but there is no guarantee that our medicines and drug candidates, even if approved, would be approved for second-line or first-line therapy.

Our projections of both the number of people who have the diseases we are targeting, as well as the subset of people with these diseases in a position to receive later stage therapy and who have the potential to benefit from treatment with our medicines and drug candidates, may prove to be inaccurate and new studies may change the estimated incidence or prevalence of these cancers. Additionally, the potentially addressable patient population for our medicines and drug candidates may be limited or may not be amenable to treatment with our medicines and drug candidates. Even if we obtain significant market share for our medicines and drug candidates, because the potential target populations are small, we may never achieve profitability without obtaining regulatory approval for additional indications, including use as a first- or second-line therapy.

If we or any third parties with which we may collaborate to market and sell our medicines are unable to achieve and maintain coverage and adequate levels of reimbursement or are subject to unfavorable pricing regulations, our commercial success and business operations could be adversely affected.

Our ability or the ability of any third parties with which we collaborate to commercialize our medicines successfully will depend in part on the extent to which reimbursement for these medicines is available from government health administration authorities, private health insurers and other organizations. In the U.S. and other countries, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Sales of our medicines will depend substantially on the extent to which the costs of our medicines will be paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration authorities, private health coverage insurers and other third-party payors. Without third-party payor reimbursement, patients may not be able to obtain or afford prescribed medications. Third-party payors also are seeking to encourage the use of generic or biosimilar products or entering into sole source contracts with healthcare providers, which could effectively limit the coverage and level of reimbursement for our medicines and have an adverse impact on the market access or acceptance of our medicines. In addition, reimbursement guidelines and incentives provided to prescribing physicians by third-party payors may have a significant impact on the prescribing physicians’ willingness and ability to prescribe our products. For additional information, please see the section of this Annual Report titled “Part I—Item 1—Business—Government Regulation—U.S. Regulation—Pharmaceutical Coverage, Pricing, and Reimbursement.”

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In the U.S., no uniform policy of coverage and reimbursement for drugs exists among third-party payors. As a result, obtaining coverage and reimbursement approval of a drug from a government or other third-party payor is a time-consuming and costly process that could require us to provide to each payor supporting scientific, clinical and cost-effectiveness data for the use of our medicines on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement will be obtained. Coverage may be more limited than the purposes for which the medicine is approved by the U.S. Food and Drug Administration (“FDA”) or comparable regulatory authorities in other countries. Even if we obtain coverage for a given medicine, the resulting reimbursement rates might not be adequate for us to achieve or sustain profitability or may require co-payments that patients find unacceptably high. Additionally, third-party payors may not cover, or provide adequate reimbursement for, long-term follow-up evaluations required following the use of our medicines. Because some of our medicines and drug candidates have a higher cost of goods than conventional therapies and may require long-term follow-up evaluations, the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may be greater.

In April 2025, the Trump administration published Executive Order 14273 (90 Fed. Reg. 16441), “Lowering Drug Prices by Once Again Putting Americans First,” which generally directs the U.S. Department of Health and Human Services (“HHS”) to take steps to reduce drug prices. In May 2025, the administration published Executive Order 14297 (90 Fed. Reg. 20749), “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” which generally, among other things, directs certain executive officials to “communicate most-favored-nation price targets to pharmaceutical manufacturers to bring prices for American patients in line with comparably developed nations” and facilitate direct-to-consumer and direct-to-business purchasing programs and directs the Secretary of Commerce and the U.S. Trade Representative to “take all necessary and appropriate action to ensure foreign countries are not engaged in any act, policy, or practice that may be unreasonable or discriminatory or that may impair United States national security . . . including by suppressing the price of pharmaceutical products below fair market value in foreign countries.” Subsequently, some pharmaceutical manufacturers have announced direct-to-consumer offerings with discounted prices or reached agreement with the federal government regarding prices for prescription drugs sold to U.S. patients and through Medicaid programs, and in February 2026, the Trump administration announced the launch of TrumpRx, a website operated by the federal government that is intended to redirect consumers to pharmaceutical companies’ direct-to-consumer channels. Additionally, in December 2025, the Centers for Medicare and Medicaid Services (“CMS”) proposed a rule to implement the Global Benchmark for Efficient Drug Pricing (GLOBE) Model and the Guarding U.S. Medicare Against Rising Drug Costs (GUARD) Model – both are new Medicare payment models under section 1115A of the Social Security Act. The scope, timing, and implementation details of these policies remain uncertain and may be subject to legal challenges, regulatory rulemaking, and changes in administrative priorities. If implemented, these policies could have a material impact on the pricing and reimbursement of our products in the United States, particularly those covered under Medicare Part B or Part D. Potential effects include reduced pricing flexibility, downward pressure on reimbursement rates and changes to market access dynamics and to pricing negotiations with commercial payors and international markets. Because the outcome, timing, and specifics of these policies are uncertain, we cannot predict the effect on our business, financial condition, results of operations, or prospects, but the impact could be material and adverse.

In addition, at the state level, legislatures have increasingly passed legislation and implemented regulations similar to those under consideration at the federal level, as well as laws designed to control pharmaceutical and biotherapeutic product pricing, including restrictions on pricing or reimbursement at the state government level, limitations on discounts to patients, marketing cost disclosure and transparency measures, restrictions or other limitations on patient assistance, and, in some cases, policies to encourage importation from other countries (subject to federal approval) and bulk purchasing. Certain states are also pursuing cost containment efforts through Prescription Drug Affordability Boards and similar entities.

In China, drug prices are typically lower than in the U.S. and Europe, and until recently, the market has been dominated by generic drugs. Government authorities regularly review the inclusion or removal of medicines from China’s National Reimbursement Drug List (the “NRDL”), or provincial or local medical insurance catalogues for the National Medical Insurance Program, and the tier under which a medicine will be classified, both of which affect the amounts reimbursable to program participants for their purchases of those medicines. Products included in the NRDL have typically been generic and essential drugs. BRUKINSA, TEVIMBRA, PARTRUVIX®, XGEVA® and KYPROLIS® have been included in the NRDL. While the demand for these medicines has generally increased after inclusion in the NRDL, there can be no assurance that demand will continue to increase and such increases will be sufficient to offset the reduction in the prices and our margins, which could have a material adverse effect on our business, financial condition and results of operations. We prepare for the NRDL negotiations in China for our eligible medicines/indications annually. If any of these medicines/indications are not included in the NRDL or included at a significantly lower price, the revenues for such medicines could be limited, which could have a material adverse effect on our business, financial condition and results of operations in China.

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The government in China also has a program for volume-based, centralized drug procurement with minimum quantity commitments to negotiate lower prices from drug manufacturers and reduce the price of drugs. The Chinese government awards contracts to the bidders who can satisfy the quality and quantity requirements, with price being a significant factor in the procurement decisions. The successful bidders are guaranteed a sale volume for at least a year, which gives an opportunity to gain or increase market share. Many types of drugs are covered under the program, including drugs made by international pharmaceutical companies and generics made by domestic Chinese manufacturers. For example, in 2020, ABRAXANE® and its generic forms were included in the program. We won the bid and became one of the three companies who were awarded a government contract, with a price for sales of ABRAXANE under the government contract that would have been significantly lower than the price that we had been charging. Also in 2020, VIDAZA® and its generic forms were included for bidding in the program. We did not win the bid for VIDAZA, which resulted in the drug being restricted from use in public hospitals, accounting for a large portion of the market, and a decline in sales revenue. Moreover, the program may change how generic drugs are priced and procured in China and is likely to accelerate the replacement of originator drugs with generics. This program may negatively impact our existing commercial operations in China as well as our strategies on how to commercialize our drugs in China, which could have a material adverse effect on our business, financial condition and results of operations in China.

Countries in Europe provide options to restrict the range of medicinal products for which their national health insurance systems provide reimbursement. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate to currently available therapies. Countries may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. Furthermore, some countries require approval of the sale price of a medicine before it can be marketed. In many countries, the pricing review period begins after marketing or licensing approval is granted. In some non-U.S. markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, we might obtain regulatory approval for a medicine in a particular country, but then be subject to price regulations that delay our commercial launch of the medicine and negatively impact our revenues and results of operations.

Increasingly, third-party payors are requiring that companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. We cannot be sure that reimbursement will be available for any medicine that we commercialize and, if reimbursement is available, what the level of reimbursement will be. Reimbursement may impact the demand for, or the price of, any medicine which we commercialize. Obtaining or maintaining reimbursement for our medicines may be particularly difficult because of the higher prices often associated with medicines administered under the supervision of a physician. If reimbursement is not available or is available only to limited levels, we may not be able to successfully commercialize any medicine and drug candidate that we in-license or successfully develop.

There may be significant delays in obtaining reimbursement for approved medicines. Moreover, eligibility for reimbursement does not imply that any medicine will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution. Interim payments for new medicines, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Payment rates may vary according to the use of the medicine and the clinical setting in which it is used, may be based on payments allowed for lower cost medicines that are already reimbursed, and may be incorporated into existing payments for other services. Net prices for medicines may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future weakening of laws that presently restrict imports of medicines from countries where they may be sold at lower prices than in the U.S. Our inability to promptly obtain coverage and profitable payment rates from both government-funded and private payors for our medicines and any new medicines that we develop could have a material adverse effect on our business, our operating results, and our overall financial condition.

We have operations in the U.S., China, Europe, and other markets and plan to expand in these and new markets on our own or with collaborators, which exposes us to risks of conducting business in international markets.

We are currently developing and commercializing or plan to commercialize our medicines in international markets, including China, Europe and other markets outside of the U.S., either on our own or with third-party collaborators or distributors. Our international business relationships subject us to additional risks that may materially adversely affect our ability to attain or sustain profitable operations, including:

•difficulty of effective enforcement of contractual provisions in local jurisdictions;

•potential third-party patent rights or potentially reduced protection for intellectual property rights;

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•unexpected changes in trade policy, including tariffs that have been or may in the future be imposed by the U.S. or other countries, trade disputes, trade barriers and regulatory requirements, including the loss of normal trade status between China and the U.S. or actions taken by U.S. or China governmental authorities on companies with significant operations in the U.S. and China, such as us, and protectionist or retaliatory measures taken by the U.S. or China;

•economic weakness;

•compliance with tax, employment, immigration and labor laws for our employees;

•the effects of applicable non-U.S. tax structures and potentially adverse tax consequences;

•currency fluctuations, which could result in increased operating expenses and reduced revenue;

•workforce uncertainty and labor unrest;

•failure of our employees and contracted third parties to comply with Office of Foreign Asset Control rules and regulations and the Foreign Corrupt Practices Act and other anti-bribery and corruption laws;

•business interruptions resulting from geo-political actions, including trade disputes, war and terrorism, public health crises or natural disasters, including earthquakes, volcanoes, typhoons, floods, hurricanes and fires;

•economic and political instability; and

•international military conflicts and related sanctions.

For example, in 2025, the U.S. imposed tariffs on imports on its trading partners, including Canada, Mexico, the EU and China, and has subsequently proposed additional or alternative tariffs. While certain tariffs have been subsequently invalidated, suspended, modified or temporarily reduced, their impact has already been seen, and we expect will continue to be seen, in global markets, and we cannot predict the results of the U.S. government’s trade negotiations or the outcome of ongoing legal challenges to specific tariff policies. Historically, tariffs have led to increased trade and political tensions. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Furthermore, increased tariffs may make certain products no longer commercially viable. These and other risks, including the risks described in “Risks Related to Our Doing Business in the PRC”, may materially adversely affect our ability to attain or sustain revenue in international markets.

Furthermore, on April 1, 2025, the Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) initiated an investigation into whether imports of pharmaceutical products present a risk to the national security of the U.S. This investigation could result in BIS recommending additional tariffs on imports of pharmaceutical products into the U.S. The scope or scale of any resulting tariffs as well as their secondary effects could adversely impact our business.

The illegal distribution and sale by third parties of counterfeit versions of our medicines or stolen products could have a negative impact on our reputation and business.

Third parties might illegally distribute and sell counterfeit or unfit versions of our medicines, which do not meet our or our collaborators’ rigorous manufacturing and testing standards. A patient who receives a counterfeit or unfit medicine may be at risk for a number of dangerous health consequences. Our reputation and business could suffer harm as a result of counterfeit or unfit medicines sold under our or our collaborators’ brand name(s). In addition, thefts of inventory at warehouses, plants or while in transit, which are not properly stored and which are sold through unauthorized channels, could adversely impact patient safety, our reputation and our business.

Clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Clinical development is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process, and we cannot predict with any certainty the success of any clinical trial or whether or when we might complete a given clinical trial. We may also experience delays in initiating and conducting clinical trials of our drug candidates, and we do not know whether our clinical trials will begin on time, need to be redesigned, recruit and enroll patients on time or be completed on schedule, or at all.

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The results of preclinical studies and early clinical trials of our drug candidates may not be predictive of the results of later-stage clinical trials, and initial or interim results of a trial may not be predictive of the final results. Drug candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. In some instances, there can be significant variability in safety and/or efficacy results between different trials of the same drug candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, patient adherence to the dosing regimen and the rate of dropout among clinical trial participants. In the case of any trials we conduct, results may differ from earlier trials due to the larger number of clinical trial sites and additional countries involved in such trials. A number of companies in our industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. Our future clinical trial results may not be favorable.

If clinical trials of our drug candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our drug candidates.

Before obtaining regulatory approval for the sale of our drug candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of our drug candidates in humans. We may experience numerous unexpected events during clinical trials that could delay or prevent our ability to receive regulatory approval or commercialize our drug candidates, including but not limited to: regulators, institutional review boards, or ethics committees may not authorize us to conduct a clinical trial or may require us or our investigators to suspend or terminate clinical research or not rely on the results of our clinical research for various reasons, including noncompliance with regulatory requirements; our inability to reach agreements on acceptable terms with contract research organizations (“CROs”) and trial sites, the terms of which can be subject to extensive negotiation and may vary significantly; manufacturing issues, including problems with supply quality, compliance with good manufacturing practice (“GMP”), or obtaining sufficient quantities of a drug candidate for use in a clinical trial; clinical trials of our drug candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon drug development programs; the number of patients required for clinical trials may be larger than we anticipate, enrollment may be insufficient or slower than we anticipate or patients may drop out at a higher rate than we anticipate; our third-party contractors, including clinical investigators, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all; we might have to suspend or terminate clinical trials for various reasons, including a finding of a lack of clinical response or other unexpected characteristics or a finding that participants are being exposed to unacceptable health risks; the cost of clinical trials of our drug candidates may be greater than we anticipate; and the supply or quality of our medicines and drug candidates or other materials necessary to conduct clinical trials may be insufficient or inadequate.

If we are required to conduct additional clinical trials or other testing of our drug candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical trials of our drug candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive or if they raise safety concerns, we may be delayed in obtaining regulatory approval for our drug candidates, or not obtain regulatory approval at all; obtain approval for indications that are not as broad as intended; have the drug removed from the market after obtaining regulatory approval; be subject to additional post-marketing testing requirements; be subject to warning labels or restrictions on how the drug is distributed or used; or be unable to obtain reimbursement or obtain reimbursement at a commercially viable level for use of the drug.

Significant clinical trial delays may also increase our development costs and could shorten any periods during which we have the exclusive right to commercialize our drug candidates or allow our competitors to bring drugs to market before we do. This could impair our ability to commercialize our drug candidates and may harm our business and results of operations.

If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the trial until its conclusion. We have and may continue to experience difficulties in patient enrollment in our clinical trials for a variety of reasons, including the size and nature of the patient population and the patient eligibility criteria defined in the protocol, competition from competing companies, and natural disasters or public health crises.

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Our clinical trials will likely compete with other clinical trials for drug candidates that are in the same therapeutic areas as our drug candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead enroll in a trial being conducted by a competitor. Because the number of qualified clinical investigators and clinical trial sites is limited, we expect to conduct some of our clinical trials at the same sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials at such sites. Even if we are able to enroll a sufficient number of patients in our clinical trials, delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could delay or prevent completion of these trials and adversely affect our ability to advance the development of our drug candidates.

Risks Related to Regulatory Approval and Extensive Government Regulation

All material aspects of the research, development, manufacturing and commercialization of pharmaceutical products are heavily regulated, and we may face difficulties in complying with or be unable to comply with such regulations, which could have a material adverse effect on our business.

We are currently focusing our pharmaceutical-industry activities in the major markets of the U.S., China, Europe, and other select countries and regions. These areas all strictly regulate the pharmaceutical industry, and in doing so they employ broadly similar regulatory strategies, including regulation of product development and approval, manufacturing, and marketing, sales and distribution of products. However, there are differences in the regulatory regimes that make for a more complex and costly regulatory compliance burden. Additionally, the China National Medical Products Administration’s (“NMPA”) reform of the medicine and approval system may face implementation challenges. The timing and full impact of such reforms is uncertain and could prevent us from commercializing our medicines and drug candidates in a timely manner. In addition, the U.S. Supreme Court’s July 2024 decision to overturn established case law giving deference to regulatory agencies’ interpretations of ambiguous statutory language has introduced uncertainty regarding the extent to which the FDA’s regulations, policies and decisions may become subject to increasing legal challenges, delays, and/or changes. From time to time, laws may be passed that significantly change the statutory provisions governing the approval, manufacturing, and marketing of products regulated by the FDA. In addition to new legislation, FDA regulations, guidance, and policies are often revised or reinterpreted by the agency in ways that may significantly affect the manner in which pharmaceutical products are regulated and marketed.

The process of obtaining regulatory approvals and compliance with laws and regulations require the expenditure of substantial time and financial resources. Failure to comply with requirements at any time during the product development process, approval process, or after approval, may subject us to administrative or judicial sanctions. These sanctions could include a regulator’s refusal to approve pending applications, withdrawal of an approval, license revocation, a clinical hold, voluntary or mandatory product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. The failure to comply with these regulations could have a material adverse effect on our business. For example, in 2020, the NMPA suspended the importation, sales and use of ABRAXANE in China previously supplied to us by BMS, and the drug was subsequently recalled by BMS. This suspension was based on inspection findings at BMS’s contract manufacturing facility in the U.S. In any event, the receipt of regulatory approval does not assure the success of our commercialization efforts for our medicines.

We may be subject to anti-kickback, false claims laws, physician payment transparency laws, fraud and abuse laws or similar healthcare and security laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished sales.

Healthcare providers, physicians and others play a primary role in the recommendation and prescription of our approved products. Our operations are subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute, the federal False Claims Act (“FCA”), and physician payment sunshine laws and regulations. These laws may impact, among other things, our proposed sales, marketing and education programs. In addition, we are subject to patient privacy regulation by both the federal government and the states in which we conduct our business. For additional information, please see the section of this Annual Report, titled “Part I—Item 1—Business—Government Regulation—U.S. Regulation—Other U.S. Healthcare Laws and Compliance Requirements.”

In addition, the approval and commercialization for our medicines and drug candidates outside the U.S. subjects us to non-U.S. equivalents of the healthcare laws mentioned above, among other non-U.S. laws. Some of these non-U.S. laws may be broader in scope and subject to the discretion of non-U.S. law enforcement authorities, including Chinese authorities who recently increased anti-bribery efforts to reduce improper payments and other benefits received by physicians, staff and hospital administrators in relation to sales, marketing and purchase of pharmaceuticals.

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In the past, we have made grants to independent charitable foundations that help financially needy patients with their premium, co-pay, and co-insurance obligations and we expect to make such grants in the future. If we choose to do so, and if we or our vendors or donation recipients are deemed to fail to comply with relevant laws or regulations in the operation of these programs, we could be subject to damages, fines, penalties, or other criminal, civil, or administrative sanctions or enforcement actions. We cannot ensure that our compliance controls and procedures will be sufficient to protect against acts of our employees, business partners, or vendors that may violate the laws or regulations of the jurisdictions in which we operate. Furthermore, there has been increased scrutiny of company-sponsored patient assistance programs, including co-pay assistance programs, and donations to third-party charities that provide such assistance. There has also been enhanced scrutiny by governments of reimbursement support offerings, clinical education programs and promotional speaker programs. Regardless of whether we have complied with the law, a government investigation could impact our business practices, harm our reputation, divert the attention of management, increase our expenses, and reduce the availability of foundation support for our patients who need assistance.

Violations of fraud and abuse laws may be punishable by criminal and/or civil sanctions, including penalties, fines and/or exclusion or suspension from federal and state healthcare programs, such as Medicare and Medicaid, and debarment from contracting with the U.S. government. In addition, private individuals have the ability to bring actions on behalf of the U.S. government under the federal FCA as well as under the false claims laws of several states. Neither the U.S. government nor the U.S. courts have provided definitive guidance on the applicability of fraud and abuse laws to our business. Law enforcement authorities are increasingly focused on enforcing these laws, and it is possible that some of our practices may be challenged under these laws. Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, individual imprisonment, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, as well as additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws. Furthermore, if any of the physicians or other providers or entities with whom we do business are found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs, which may adversely affect our business.

If we fail to comply with our reporting and payment obligations under the Medicaid Drug Rebate Program or other governmental pricing programs, we could be subject to additional reimbursement requirements, penalties, sanctions and fines, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

We participate in the Medicaid Drug Rebate Program, the 340B program, the U.S. Department of Veterans Affairs, Federal Supply Schedule (“FSS”) pricing program, and the Tricare Retail Pharmacy program, which require us to disclose average manufacturer pricing, and, in the future, may require us to report the average sales price for certain of our drugs to the Medicare program. Pricing and rebate calculations vary across products and programs, are complex, and are often subject to interpretation by us, governmental or regulatory agencies and the courts. Furthermore, regulatory and legislative changes, and judicial rulings relating to these programs and policies (including coverage expansion), have increased and will continue to increase our costs and the complexity of compliance, have been and will continue to be time-consuming to implement, and could have a material adverse effect on our results of operations, particularly if CMS or another agency challenges the approach we take in our implementation. For example, in the case of our Medicaid pricing data, if we become aware that our reporting for a prior quarter was incorrect or has changed as a result of recalculation of the pricing data, we are generally obligated to resubmit the corrected data for up to three years after those data were originally due. Such restatements increase our costs and could result in an overage or underage in our rebate liability for past quarters. Price recalculations may also affect the ceiling price at which we are required to offer our products under the 340B program and give rise to an obligation to refund entities participating in the 340B program for overcharges during past quarters impacted by a price recalculation.

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Civil monetary penalties can be applied if we are found to have knowingly submitted any false price or product information to the government, if we are found to have made a misrepresentation in the reporting of our average sales price, if we fail to submit the required price data on a timely basis, or if we are found to have charged 340B covered entities more than the statutorily mandated ceiling price. Additionally, our agreement to participate in the 340B program or our Medicaid drug rebate agreement could be terminated, in which case federal payments may not be available under Medicaid or Medicare Part D for our covered outpatient drugs. Additionally, if we overcharge the government in connection with our arrangements with FSS or Tricare Retail Pharmacy, we are required to refund the difference to the government. Failure to make necessary disclosures and/or to identify contract overcharges can result in allegations against us under the FCA and other laws and regulations. Unexpected refunds to the government, and responding to a government investigation or enforcement action, would be expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

Further, legislation may be introduced that, if passed, would, among other things, further expand the 340B program to additional covered entities or would require participating manufacturers to agree to provide 340B discounted pricing on drugs used in an inpatient setting, and any additional future changes to the definition of average manufacturer price or the Medicaid rebate amount could affect our 340B ceiling price calculations and negatively impact our results of operations. Additionally, certain pharmaceutical manufacturers are involved in ongoing litigation regarding contract pharmacy arrangements under the 340B program. The outcome of those judicial proceedings and the potential impact on the way in which manufacturers extend discounts to covered entities through contract pharmacies remain uncertain.

Federal legislative and regulatory efforts to implement reference pricing or most-favored-nation pricing models could impact our product revenues and materially harm our business.

On May 12, 2025, President Trump issued an executive order calling on pharmaceutical manufacturers to voluntarily reduce the prices of medicines in the U.S. and directing the Secretary of HHS to communicate MFN price targets to pharmaceutical manufacturers to align prices with those in comparably developed nations and, in the event significant progress towards MFN pricing is not delivered, to propose rulemaking to impose MFN pricing.

Since the May 12, 2025 order, the Trump administration has continued to exert pressure on drug manufacturers to implement MFN pricing, including by suggesting that the administration may impose significant tariffs on pharmaceuticals if such manufacturers do not reach agreements to implement MFN pricing. Further, in November 2025, the Centers for Medicare & Medicaid Services (CMS) introduced the GENEROUS (GENErating cost Reductions fOr U.S. Medicaid) Model, a voluntary Medicaid payment initiative under which participating drug manufacturers may voluntarily offer supplemental rebates to participating state Medicaid programs that are intended to provide such Medicaid programs with an MFN price for the manufacturers’ products. Additionally, in December 2025, CMS announced proposals for new mandatory demonstration payment models through two proposed rules under its Center for Medicare and Medicaid Innovation (“CMMI”) authority, the Global Benchmark for Efficient Drug Pricing (GLOBE) for Medicare Part B and Guarding U.S. Medicare Against Rising Drug Costs (GUARD) for Medicare Part D. If finalized, these models would impose additional mandatory rebates on manufacturers of certain Medicare Part B and Medicare Part D drugs, for select Medicare populations intended to represent 25% of Medicare patients, if the Medicare prices for such products exceed those paid in economically comparable countries. Both the GLOBE and GUARD models have proposed seven-year testing periods, with the GLOBE model proposed to begin on October 1, 2026 and the GUARD model proposed to begin on January 1, 2027.

If the GLOBE and GUARD models are finalized as proposed under CMMI authority, we could be required to pay additional rebates on products reimbursed by Medicare for the covered populations during the applicable model periods. In addition, if MFN pricing or similar reference pricing policies are enacted or implemented in the U.S. outside of the CMMI framework and applied more broadly, we could be required to pay rebates on products on utilization by a broader portion of U.S. patients to align with prices in certain reference countries. We currently derive the substantial portion of our revenue from U.S. sales, and any requirement to pay additional rebates in the U.S. to match international reference prices would impact our overall net revenue.

MFN pricing models in the U.S. could also affect our international pricing strategy and future decisions on reimbursement and commercialization in certain jurisdictions. If our U.S. pricing becomes tied to international reference prices, we may face decisions regarding pricing in foreign markets that could result in reduced patient access internationally, affect our relationships with foreign regulatory authorities and payers, or impact our ability to obtain or maintain reimbursement approvals in ex-U.S. markets.

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These reforms remain subject to change, potential legal challenges, or expansion through additional rulemaking or sub regulatory guidance, creating uncertainty for our overall pricing strategy. It remains to be seen whether and how these drug pricing initiatives will apply to our products, how they will affect the broader pharmaceutical industry, and whether similar reform measures may be adopted in the future.

The approval processes of regulatory authorities in the U.S., China, Europe and other comparable regulatory authorities are lengthy, time consuming, costly, and inherently unpredictable. If we experience delays or are ultimately unable to obtain regulatory approval for our drug candidates, our business will be substantially harmed.

Before obtaining regulatory approvals for the commercial sale of any drug candidate for a target indication, we must demonstrate in preclinical studies and well-controlled clinical trials, and, with respect to approval in the U.S., to the satisfaction of the FDA, that the drug candidate is safe and effective, or the biologic drug candidate is safe, pure, and potent, for use for that target indication and that the manufacturing facilities, processes and controls are adequate. In addition to preclinical and clinical data, the new drug application (“NDA”) or biologics license application (“BLA”) must include comprehensive information regarding the chemistry, manufacturing and controls (“CMC”) for the drug candidate. If we submit an NDA or BLA to the FDA, we cannot be certain that a submission will be accepted for filing and review by the FDA.

Regulatory authorities outside of the U.S., such as the NMPA, European Medicines Agency (“EMA”) and Medicines and Healthcare products Regulatory Agency (“MHRA”), also have requirements for approval of medicines for commercial sale with which we must comply prior to marketing in those areas. Regulatory requirements, approval processes and review periods can vary from country to country and could delay or prevent the introduction of our drug candidates. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and obtaining regulatory approval in one country does not mean that regulatory approval will be obtained in any other country. Seeking regulatory approvals outside of the U.S. could require additional nonclinical studies or clinical trials, which could be costly and time consuming. For all of these reasons, we may not obtain regulatory approvals on a timely basis, if at all.

The processes required to obtain approval by the FDA, NMPA, EMA, MHRA and other comparable regulatory authorities are complex, costly, unpredictable and typically take many years following the commencement of preclinical studies and clinical trials and depend on numerous factors, including the substantial discretion of the regulatory authorities. Regulatory approval is never guaranteed. Furthermore, we have limited experience in obtaining regulatory approvals for our drug candidates, including preparing the required materials for regulatory submission and navigating the regulatory approval process. As a result, our ability to successfully obtain regulatory approval for our drug candidates may involve more inherent risk, take longer, and cost more than it would if we were a company with substantial experience in obtaining regulatory approvals.

Our drug candidates could be delayed or fail to receive regulatory approval for many reasons, including:

•failure to begin or complete clinical trials due to disagreements with regulatory authorities;

•failure to demonstrate that a drug candidate is safe and effective or that a biologic candidate is safe, pure, and potent for its proposed indication;

•failure of clinical trial results to meet the level of statistical significance required for approval;

•reporting or data integrity issues related to our clinical trials;

•disagreement with our interpretation of data from preclinical studies or clinical trials;

•changes in approval policies or regulations that render our preclinical and clinical data insufficient for approval or require us to amend our clinical trial protocols;

•regulatory requests for additional analyses, reports, data, nonclinical studies and clinical trials, or questions regarding interpretations of data and results and the emergence of new information regarding our drug candidates or other products;

•failure to satisfy regulatory conditions regarding endpoints, patient population, available therapies and other requirements for our clinical trials in order to support marketing approval on an accelerated basis or at all;

•a delay in or the inability of health authorities to complete regulatory inspections of our development activities, regulatory filings or manufacturing operations, whether as a result of a public health crisis, government shutdown, resource shortages or other reasons, or our failure to satisfactorily complete such inspections;

•our failure to conduct a clinical trial in accordance with regulatory requirements or our clinical trial protocols; and

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•clinical sites, investigators or other participants in our clinical trials deviating from a trial protocol, failing to conduct the trial in accordance with regulatory requirements, or dropping out of a trial.

For example, in 2022, the FDA extended the Prescription Drug User Fee Act goal date for the supplemental new drug application (“sNDA”) for BRUKINSA as a treatment for adult patients with chronic lymphocytic leukemia or small lymphocytic lymphoma by three months, to allow time to review additional clinical data submitted by us, which was deemed a major amendment to the sNDA. In 2022, the FDA deferred action on the BLA for TEVIMBRA® as a second-line treatment for patients with unresectable or metastatic ESCC, citing only the inability to complete inspections due to COVID-19 related restrictions on travel. In 2024, the FDA deferred approval for TEVIMBRA in first-line unresectable, recurrent, locally advanced, or metastatic ESCC on account of a delay in scheduling clinical site inspections.

Our development activities, regulatory filings and manufacturing operations also could be harmed or delayed by a shutdown of the U.S. government, including the FDA, or governments and regulatory authorities in other jurisdictions. If the FDA or other health authorities are delayed or unable to complete required regulatory inspections of our development activities, regulatory filings or manufacturing operations due to government shutdowns, public health crises, or other reasons, or we do not satisfactorily complete such inspections, our business could be materially harmed. Without appropriation of additional funding to federal agencies, our business operations related to our product development activities for the U.S. market could be impacted.

Delays in the completion of a clinical trial of any of our drug candidates will increase our costs, slow down our drug development and approval process, and jeopardize our ability to commence product sales and generate revenues for that candidate. Any of these occurrences may harm our business, financial condition and prospects significantly. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our drug candidates.

We are currently conducting and may in the future conduct clinical trials for our drug candidates outside the U.S., and the FDA and comparable foreign regulatory authorities may not accept data from such trials.

We are currently conducting and may in the future conduct clinical trials for our drug candidates outside the U.S., including in China. The acceptance of data from clinical trials conducted outside the U.S. or another jurisdiction by the FDA or comparable foreign regulatory authority may be subject to certain conditions or may not be accepted at all. The FDA will generally not consider the data from a foreign clinical trial not conducted under an IND unless (i) the trial was well-designed and well-conducted in accordance with good clinical practice (“GCP”) requirements, including requirements for the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials in a way that provides assurance that the data and reported results are credible and accurate and that the rights, safety, and well-being of trial subjects are protected, and (ii) the FDA is able to validate the data from the trial through an on-site inspection, if necessary. In cases where data from foreign clinical trials are intended to serve as the sole basis for marketing approval in the U.S., the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the U.S. population and U.S. medical practice; (ii) the trials were performed by clinical investigators of recognized competence; and (iii) the data may be considered valid without the need for an on-site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. Additionally, the FDA’s clinical trial requirements, including sufficient size of patient populations and statistical powering, must be met. Many foreign regulatory authorities have similar approval requirements. There can be no assurance that the FDA or any comparable foreign regulatory authority will accept data from trials conducted outside of the U.S. or the applicable jurisdiction. If the FDA or any comparable foreign regulatory authority does not accept such data, it would result in the need for additional trials, which could be costly and time-consuming, and which may result in drug candidates that we may develop experiencing development delays or not receiving approval for commercialization in the applicable jurisdictions. Additionally, recent policy proposals in the U.S., if enacted in the future, may make acceptance by the FDA or inclusion in a marketing application of foreign data more difficult or costly.

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Our medicines and any future approved drug candidates will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our medicines and drug candidates.

Our medicines and any additional drug candidates that are approved will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies, and submission of safety, efficacy, and other post-marketing information, including both federal and state requirements in the U.S. and requirements of the NMPA, EMA, MHRA and other comparable regulatory authorities in China, Europe and other regions. As such, we and our collaborators will be subject to ongoing review and periodic inspections to assess compliance with applicable post-approval regulations. Additionally, to the extent we want to make certain changes to the approved medicines, product labeling, or manufacturing processes, we will need to submit new applications or supplements to regulatory authorities for approval.

Manufacturers and manufacturers’ facilities are required to comply with extensive FDA, NMPA, EMA, MHRA and comparable regulatory authority requirements, including, in the U.S., ensuring that quality control and manufacturing procedures conform to GMP regulations. As such, we and our contract manufacturers are and will be subject to continual review and inspections to assess compliance with GMP and adherence to commitments made in any NDA, BLA or other marketing application, and previous responses to any inspection observations. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. The failure to comply with these requirements could have a material adverse effect on our business. For example, in 2020, the NMPA suspended the importation, sales and use of ABRAXANE in China previously supplied to us by BMS, and the drug was subsequently recalled by BMS. This suspension was based on inspection findings at BMS’s contract manufacturing facility in the U.S.

The regulatory approvals for our medicines and any approvals that we receive for our drug candidates are and may be subject to limitations on the approved indicated uses for which the medicine may be marketed or to the conditions of approval, which could adversely affect the medicine’s commercial potential or contain requirements for potentially costly post-marketing testing and surveillance to monitor the safety and efficacy of the medicine or drug candidate. Failure to exhibit due diligence when conducting post-marketing requirements could result in withdrawal of approval for products. The FDA, NMPA, EMA, MHRA or comparable regulatory authorities may also require a Risk Evaluation Mitigation Strategy (“REMS”) program or comparable program as a condition of approval of our drug candidates or following approval. In addition, if the FDA, NMPA, EMA, MHRA or a comparable regulatory authority approves our drug candidates, we will have to comply with requirements including, for example, submissions of safety and other post-marketing information and reports, establishment registration, as well as continued compliance with GMP and GCP for any clinical trials that we conduct post-approval.

The FDA, NMPA, EMA, MHRA or comparable regulatory authorities may seek to impose a consent decree or withdraw marketing approval if compliance with regulatory requirements is not maintained or if problems occur after the drug reaches the market. Later discovery of previously unknown problems with our medicines or drug candidates or with our drug’s manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-marketing studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things:

•restrictions on the marketing or manufacturing of our medicines, withdrawal of the product from the market, or voluntary or mandatory product recalls;

•fines, untitled or warning letters, or holds on clinical trials;

•refusal by the FDA, NMPA, EMA, MHRA or comparable regulatory authorities to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals or withdrawal of approvals;

•product seizure or detention, or refusal to permit the import or export of our medicines and drug candidates; and

•injunctions or the imposition of civil or criminal penalties.

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The FDA, NMPA, EMA, MHRA and other regulatory authorities strictly regulate the marketing, labeling, advertising and promotion of products that are placed on the market. For example, in September 2025, the FDA and HHS announced reforms to limit the use of misleading direct-to-consumer pharmaceutical advertisements and increased enforcement activity, including through the issuance of dozens of publicly-posted untitled and warning letters, regarding direct-to-consumer advertising. Subsequently, in December 2025 and January 2026, we received untitled letters from the FDA relating to certain promotional communications relating to BRUKINSA® and TEVIMBRA®. We submitted responses to the FDA regarding the untitled letters. Drugs may be promoted only for their approved indications and for use in accordance with the provisions of the approved label. The FDA, NMPA, EMA, MHRA and other regulatory authorities actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability. The policies of the FDA, NMPA, EMA, MHRA and of other regulatory authorities may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our drug candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the U.S. or abroad, particularly in China, where the regulatory environment is constantly evolving. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any regulatory approval that we may have obtained and we may not achieve or sustain profitability.

In addition, if we obtain accelerated approval or conditional approval of any of our drug candidates, as we have done with the accelerated approval of BRUKINSA in the U.S. and China and certain approvals of TEVIMBRA, PARTRUVIX, XGEVA®, BLINCYTO®, KYPROLIS® and QARZIBA® in China, we will be required to conduct a confirmatory study to verify the predicted clinical benefit and may also be required to conduct post-marketing safety studies. If we fail to conduct such studies in a timely manner or such studies fail to verify clinical benefit, such approval may be withdrawn. While operating under accelerated approval, we will be subject to certain restrictions that we would not be subject to upon receiving regular approval. For example, the FDA generally requires that all advertising and promotional materials be submitted to the FDA for review prior to dissemination or publication for products receiving accelerated approval, which could adversely impact the timing of the commercial launch of the product.

Undesirable adverse events caused by our medicines and drug candidates could interrupt, delay or halt clinical trials, delay or prevent regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following any regulatory approval.

Undesirable adverse events (“AEs”) caused by our medicines and drug candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval, or could result in limitations or withdrawal following approvals. If the conduct or results of our trials or patient experience following approval reveal a high and unacceptable severity or prevalence of AEs, our trials could be suspended or terminated and regulatory authorities could order us to cease further development of, or deny approval of, our drug candidates or require us to cease commercialization following approval.

As is typical in the development of pharmaceutical products, drug-related AEs and serious AEs (“SAEs”) have been reported in our clinical trials. Some of these events have led to patient deaths. Drug-related AEs or SAEs could affect patient recruitment or the ability of enrolled subjects to complete the trial and could result in product liability claims. Any of these occurrences may harm our reputation, business, financial condition and prospects significantly. In our periodic and current reports filed with the SEC and our press releases and scientific and medical presentations released from time to time, we disclose clinical results for our drug candidates, including the occurrence of AEs and SAEs. Each such disclosure speaks only as of the date of the data cutoff used in such report, and we undertake no duty to update such information unless required by applicable law. Also, a number of immune-related adverse events (“IRAEs”) have been associated with treatment with checkpoint inhibitors such as TEVIMBRA, including immune-mediated pneumonitis, colitis, hepatitis, endocrinopathies, nephritis and renal dysfunction, skin adverse reactions, and encephalitis. These IRAEs may be more common in certain patient populations (potentially including elderly patients) and may be exacerbated when checkpoint inhibitors are combined with other therapies.

Additionally, undesirable side effects caused by our medicines and drug candidates, or caused by our medicines and drug candidates when used in combination with other drugs, could potentially cause significant negative consequences, including:

•regulatory authorities could delay or halt pending clinical trials;

•we may suspend, delay or alter development of the drug candidate or marketing of the medicine;

•regulatory authorities may withdraw approvals or revoke licenses of the medicine, or we may determine to do so even if not required;

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•regulatory authorities may require additional warnings on the label;

•we may be required to implement a REMS for the drug, as is the case with REVLIMID, or, if a REMS is already in place, to incorporate additional requirements under the REMS, or to develop a similar strategy as required by a regulatory authority;

•we may be required to conduct post-marketing studies; and

•we could be sued and held liable for harm caused to subjects or patients.

Any of these events could prevent us from achieving or maintaining market acceptance of the particular drug or drug candidate, and could significantly harm our business, results of operations, financial condition, and prospects.

If safety, efficacy, or other issues arise with any medical product that is used in combination with our medicines, we may be unable to market such medicine or may experience significant regulatory delays or supply shortages, and our business could be materially harmed.

We plan to develop certain of our medicines and drug candidates for use as a combination therapy. If a regulatory authority revokes its approval of the other therapeutic that we use in combination with our medicines or drug candidates, we will not be able to market our medicines or drug candidates in combination with such revoked therapeutic. If safety or efficacy issues arise with these or other therapeutics that we seek to combine with our medicines and drug candidates in the future, we may experience significant regulatory delays, and we may be required to redesign or terminate the applicable clinical trials. In addition, if manufacturing or other issues result in a supply shortage of any component of our combination medicines or drug candidates, we may not be able to complete clinical development of our drug candidates on our current timeline or at all, or we may experience disruptions in the commercialization of our approved medicines. For example, we have in-licensed drug candidates from third parties to conduct clinical trials in combination with our drug candidates. We may rely on those third parties to manufacture the in-licensed drug candidates and may not have control over their manufacturing process. If these third parties encounter any manufacturing difficulties, disruptions or delays and are not able to supply sufficient quantities of drug candidates, our drug combination study program may be delayed. For additional information, please see the section of this Annual Report titled “Risks Related to Our Reliance on Third Parties—We rely on third parties to manufacture some of our commercial and clinical drug supplies. Our business could be harmed if those third parties fail to comply with manufacturing regulations, provide us with insufficient quantities of product or provide product at unacceptable quality levels or prices.”

Recently enacted and future legislation and regulations may increase the difficulty and cost for us to obtain regulatory approval of and commercialize our medicines and drug candidates and affect the prices we may obtain.

In the U.S., China, Europe and some other jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding healthcare that could prevent or delay regulatory approval of our drug candidates, restrict or regulate post-approval activities and affect our ability to profitably sell our medicines and any drug candidates for which we obtain regulatory approval. For example, in August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA includes several provisions that may impact our business to varying degrees, including provisions that create a $2,000 out-of-pocket cap for Medicare Part D beneficiaries, impose new manufacturer financial liability on all drugs in Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D pricing for certain high-cost drugs and biologics without generic or biosimilar competition, require companies to pay rebates to Medicare for drug prices that increase faster than inflation, and delay the rebate rule that would require pass through of pharmacy benefit manager rebates to beneficiaries. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our medicines and drug candidates. For additional information, please see the section of this Annual Report titled “Part I – Item 1 – Business – Government Regulation – U.S. Regulation – Healthcare Reform.”

In addition, in July 2025, the OBBBA was signed into law. This legislation reduces funding to federal healthcare programs and imposes additional requirements to be eligible for healthcare, and, to the extent the OBBBA reduces the number of enrollees in federal healthcare programs and covered services, our business could be adversely impacted.

Furthermore, the Creating and Restoring Equal Access to Equivalent Samples Act, requires sponsors of approved new drug applications and biologics license applications to provide sufficient quantities of product samples on commercially reasonable, market-based terms to entities developing generic drugs and biosimilar biological products. The law establishes a private right of action allowing developers to sue application holders that refuse to sell them product samples needed to support their applications. If we are required to provide product samples or allocate additional resources to respond to such requests or any legal challenges under this law, our business could be adversely impacted.

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In addition, proponents of drug reimportation may attempt to pass legislation that would directly allow reimportation under certain circumstances. For example, by Executive Order, the FDA works with states and Indian Tribes that propose to develop importation programs in accordance with the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. In January 2024, the FDA issued to Florida the first approval for a state importation plan and several states have pending applications with the FDA. If successfully implemented, importation of drugs from Canada may materially and adversely affect the price we receive for any of our product candidates. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price we receive for any products that we may develop and adversely affect our future revenues and prospects for profitability. We expect that healthcare reform measures may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for any approved medicine. For additional information, please see the section of this Annual Report titled “Part I—Item 1—Business—Government Regulation—U.S. Regulation—Healthcare Reform.”

Furthermore, changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. We cannot predict the initiatives or changes that may be adopted in the future or the impact, if any, they may have on our business. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare and/or impose price controls may adversely affect the demand for our product candidates, if we obtain regulatory approval; our ability to set a price that we believe is fair for our approved products; our ability to generate revenue and achieve or maintain profitability; the level of taxes that we are required to pay; and the availability of capital.

Risks Related to Our Financial Position and Need for Additional Capital

We have historically incurred significant net losses and may incur net losses in the future.

Investment in pharmaceutical drug development is highly capital-intensive and speculative. It entails substantial upfront capital expenditures and significant risk that a drug candidate will fail to gain regulatory approval or become commercially viable. We continue to incur significant expenses related to our ongoing operations. As a result, we have incurred losses in most periods since our inception, with exceptions in 2025 and periods when we were profitable due to revenue recognized from up-front license fees from collaboration agreements or the settlement of legal proceedings. As of December 31, 2025, we had an accumulated deficit of $8.3 billion. Substantially all of our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative expenses associated with our operations.

Although we have achieved positive GAAP operating income and net income for full year 2025 as product sales growth exceeded expense growth, we may incur losses in the future. We expect expenses to continue to increase as we continue to expand our development of, and seek regulatory approvals for, our drug candidates, and our manufacturing facilities, commercialize our medicines and launch new medicines, if approved, maintain and expand regulatory approvals, contribute up to $1.25 billion to the global development of a portfolio of Amgen pipeline assets under our collaboration agreement, and commercialize the medicines that we have in-licensed. In addition, we will continue to incur costs associated with operating as a public company. The size of any future net losses will depend, in part, on the number and scope of our drug development programs and the associated costs of those programs, the cost of our manufacturing activities, the cost of commercializing our approved products, our ability to generate revenues and the timing and amount of milestones and other payments we make or receive with arrangements with third parties. If we fail to achieve market acceptance for our medicines or if promising drug candidates fail in clinical trials or do not gain regulatory approval, or if approved, fail to achieve market acceptance, we may not be profitable in future periods. To the extent we achieve profitability in any future periods, we may not be able to sustain profitability in subsequent periods. Our failure to sustain profitability would decrease the value of our company and could impair our ability to raise capital, maintain our research, development, manufacturing and commercialization efforts, expand our business or continue our operations.

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We may need to obtain additional financing to fund our operations, and if we are unable to obtain such financing, we may be unable to complete the development of our drug candidates or achieve profitability.

Our portfolio of drug candidates will require the completion of clinical development, regulatory review, scale up and availability of manufacturing resources, significant marketing efforts and substantial investment before they can provide us with product sales revenue. Additionally, we are investing in the manufacturing and commercialization of our approved medicines. Our operations have consumed substantial amounts of cash since inception. Our operating activities provided $1.1 billion, and used $0.1 billion and $1.2 billion of net cash during the years ended December 31, 2025, 2024 and 2023, respectively. We recorded positive net cash flows from operating activities in 2025 and negative net cash flows from operating activities in 2024 and 2023 primarily due to our net income of $0.3 billion, and net losses of $0.6 billion and $0.9 billion, respectively. We cannot assure you that we will be able to generate positive cash flows from operating activities in the future.

Since September 2017, we have generated revenues from the sale of medicines in China licensed from BMS, and since the fourth quarter of 2019, we have generated revenues from our internally developed medicines. These revenues may not be sufficient to support our operations. Although it is difficult to predict our liquidity requirements, based upon our current operating plan, we believe that we have sufficient cash and cash equivalents to meet our projected operating requirements for at least the next 12 months. However, our existing cash and cash equivalents and potential future short-term investments may not be sufficient to enable us to complete all global development or launch all of our current medicines and drug candidates for the currently anticipated indications and to invest in additional programs. Accordingly, we may require further funding through public or private offerings, debt financing, collaboration and licensing arrangements or other sources, and our ability to obtain additional financing may be subject to shareholder approval requirements or other regulatory approvals and requirements.

We have indebtedness outstanding and may incur additional short-term and long-term debt in the future. In November 2025, we and certain of our subsidiaries, as guarantors, entered into the Facilities Agreement with Hongkong and Shanghai Banking Corporation Limited and certain financial institutions, as lenders (the “Facilities Agreement”). Our current debt also contains numerous financial and non-financial covenants, some of which include cross-default provisions that could require acceleration of repayment of loans in the event of default. Any acceleration may impact the Company’s ability to refinance debt obligations if an event of default occurs.

Our liquidity and financial condition may be materially and adversely affected by negative net cash flows and our current debt structure, and we cannot assure you that we will have sufficient cash from other sources to fund our operations. If we resort to other financing activities to generate additional cash, we will incur financing costs and we cannot guarantee that we will be able to obtain the financing on terms acceptable to us, or at all, and if we raise financing by issuing further equity securities, your interest in our company may be diluted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or commercialization efforts. Our inability to obtain additional funding when we need it could seriously harm our business.

Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or drug candidates.

We may seek additional funding through a combination of equity offerings, debt financings, collaborations and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our shares. The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. In addition, issuance of additional equity securities, or the possibility of such issuance, may cause the market price of our shares to decline. In the event that we enter into collaborations or licensing arrangements in order to raise capital, we may be required to accept unfavorable terms, including relinquishing or licensing to a third party on unfavorable terms our rights to technologies or drug candidates that we otherwise would seek to develop or commercialize ourselves or possibly reserve for future potential arrangements when we might be able to achieve more favorable terms.

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Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.

We incur portions of our expenses, and derive revenues, in currencies other than the U.S. dollar or Hong Kong dollar, in particular, the RMB, the Euro, and Australian dollar. As a result, we are exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Fluctuations in currencies may be affected by, among other things, changes in political and economic conditions and the foreign exchange policies proposed or adopted by certain governments. We do not regularly engage in hedging transactions to protect against uncertainty in future exchange rates between particular foreign currencies and the U.S. dollar. Fluctuations in the value of the U.S. dollar against currencies in countries in which we operate could have a negative impact on our results of operations. We cannot predict the impact of foreign currency fluctuations, and foreign currency fluctuations in the future may adversely affect our financial condition, results of operations, and cash flows.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy proposed or adopted by the PRC, Australia and other governments. It is difficult to predict how market forces or PRC, Australia, other governments outside the U.S. and U.S. government policies may impact the exchange rate of the RMB and the U.S. dollar or any other currencies in the future. There remains significant international pressure on China to adopt a more flexible currency policy, including from the U.S. government, which has threatened to label China as a “currency manipulator,” which could result in greater fluctuation of the RMB against the U.S. dollar.

Substantially all of our revenues are denominated in U.S. dollars and RMB, our costs are denominated in U.S. dollars, Australian dollars and RMB, and a large portion of our financial assets and a significant portion of our debt is denominated in U.S. dollars and RMB. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount we would receive.

In addition, there are limited instruments available for us to reduce our foreign currency risk exposure at reasonable costs. Furthermore, we are also currently required to obtain approval from or registration with appropriate government authorities or designated banks before converting significant sums of foreign currencies into RMB. All of these factors could materially and adversely affect our business, financial condition, results of operations, and prospects, and could reduce the value of, and any dividends payable on, our shares in foreign currency terms.

Our business, profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, our distributors and customers or by actual events or concerns involving the liquidity, default, or non-performance of financial institutions, including the U.S. government, and an impairment in the carrying value of any short-term investments could negatively affect our consolidated results of operations.

We are exposed to the risk that our distributors and customers may default on their obligations to us as a result of bankruptcy, lack of liquidity, operational failure or other reasons. As we continue to expand our business, the amount and duration of our credit exposure will be expected to increase, as will the breadth of the entities to which we have credit exposure. Although we regularly review our credit exposure to specific distributors and customers that we believe may present credit concerns, default risks may arise from events or circumstances that are difficult to detect or foresee.

Furthermore, actual events involving reduced liquidity, defaults, non-performance or other adverse developments that affect financial institutions, or concerns or rumors about any such events, have in the past and may in the future lead to market-wide liquidity problems. For example, in March 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations, Silicon Valley Bank, Santa Clara, California (“SVB”), was closed by the California Department of Financial Protection and Innovation, and Signature Bank, New York, New York, was closed by the New York State Department of Financial Services, and, in each case the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Since then, additional financial institutions have experienced similar failures and have been placed into receivership. These events lead to volatility and declines in the market for bank stock and questions regarding confidence in depository institutions. There is no guarantee that the federal government will guarantee depositors in the event of a future bank closure. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could adversely impact our ability to meet our operating expenses or result in breaches of our financial or contractual obligations which could have material adverse impact on our liquidity and our projected business operations, financial condition and results of operations.

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As a result of uncertain political, credit and financial market conditions, including the potential of the U.S. government to default on the payment of its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the U.S. government pose credit default and liquidity risks. A payment default or delay by the U.S. government, or continued uncertainty surrounding the U.S. debt ceiling, could result in a variety of adverse effects for financial markets, market participants and U.S. and global economic conditions. In addition, U.S. debt ceiling and budget deficit concerns have increased the possibility of a downgrade in the credit rating of the U.S. government and could result in economic slowdowns or a recession in the U.S. No assurance can be made that losses or significant deterioration in the fair value of our U.S. government issued or guaranteed investments will not occur. As of December 31, 2025, we had approximately $2.4 billion invested in government money market funds. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the U.S. government and the valuation or liquidity of our portfolio of such investment securities.

The carrying amounts of cash and cash equivalents, restricted cash and short-term investments represent the maximum amount of loss due to credit risk. We had no short-term investments, cash and cash equivalents of $4.5 billion and restricted cash of $62.1 million as of December 31, 2025, most of which are deposited in financial institutions outside of China. As required by the PRC securities laws, the net proceeds from our offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) must be used in strict compliance with the planned uses as disclosed in the PRC prospectus for the STAR Offering as well as our proceeds management policy for the STAR Offering approved by our board of directors. Although our cash and cash equivalents in China are deposited with various major reputable financial institutions, the deposits placed with these financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, we may be unlikely to claim our deposits back in full.

As of December 31, 2025, we held no short-term investments. To the extent we invest in U.S. Treasury securities as short-term investments in the future, although we believe that such securities are of high credit quality and continually monitor the credit worthiness of these institutions, concerns about, or a default by, one institution in the U.S. market, could lead to significant liquidity problems, losses or defaults by other institutions, which in turn could adversely affect us.

Failure to meet responsible business and sustainability expectations or standards or achieve our corporate strategy goals could adversely affect our business, results of operations, financial condition or stock price.

There has been focus from global regulators and stakeholders on responsible business and sustainability matters, including greenhouse gas emissions and climate-related risks; human capital management; responsible sourcing and supply chain; human rights and social responsibility; and corporate governance and oversight. As part of our long-term strategy and in-line with safeguarding sustainable value growth, we actively manage these issues. We have identified key strategic priorities and set goals that reflect our current plans and aspirations and cannot guarantee that we will be able to achieve them. Evolving stakeholder expectations and our efforts and ability to manage these issues and goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which may be outside of our control or could have a material adverse impact on our business, including on our stock price. Further, there is uncertainty around the accounting standards and climate-related disclosures associated with emerging sustainability laws and reporting requirements and the related costs to comply with the emerging regulations. Our failure, or perceived failure, to achieve our sustainability goals or comply with sustainability-related regulations could expose us to increased scrutiny from the investment community and enforcement authorities. Our reputation also may be harmed by the perceptions that our stakeholders have about our action or inaction on these sustainability issues.

Risks Related to Our Intellectual Property

If we are unable to obtain and maintain patent protection for our medicines and drug candidates, we may lose market exclusivities in our medicines.

Our success depends in large part on our ability to protect our valuable innovations including medicines, drug candidates and proprietary technologies by obtaining, maintaining and enforcing our intellectual property rights, including patent rights. We seek to protect our innovations that we consider commercially important by filing patent applications in the U.S., the PRC, Europe and other territories, or relying on trade secrets or regulatory exclusivities.

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However, filing, prosecuting and maintaining patents/patent applications in all countries worldwide could be prohibitively expensive. As the patent laws of different countries vary, our patent applications may not be granted in all countries and the issued patents may vary in scope and enforceability. In addition, different countries may provide varying regulatory exclusivities to pharmaceutical drugs, and some countries provide no regulatory exclusivities. Consequently, we may not have the same patent protection or exclusivities to our medicines or drug candidates in all countries worldwide. Further, given the amount of time required for the development, testing and regulatory review of new drug candidates, patents protecting such drug candidates might expire before or shortly after such drug candidates are commercialized. As a result, our patents and patent applications may not provide us with sufficient length of exclusivities to our medicines or drug candidates. The issued patents and pending patent applications, if issued, for our medicines and drug candidates are expected to expire on various dates as described in “Part I—Item 1—Business—Intellectual Property” of this Annual Report. Upon expiration, we may no longer have exclusivities on the corresponding medicines or drug candidates.

Moreover, issued patents may be invalidated for a number of reasons, including but not limited to known or unknown prior art, deficiencies in the patent applications or the lack of novelty or inventive step of the underlying invention or technology.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

We have been and may further become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful. Our patent rights relating to our medicines and drug candidates could be found invalid, unenforceable or not infringed by a court or government patent authorities.

Third parties may infringe, misappropriate or otherwise violate our intellectual property rights. Litigation may be necessary to enforce or defend our intellectual property rights or to protect our trade secrets. This can be expensive and time consuming. The third parties may also challenge the validity or enforceability of our patents.

When a generic drug company files an Abbreviated New Drug Application (“ANDA”) with the FDA seeking approval to market a generic version of any of our products before the expiration of Orange Book listed patents (“OB Patents”) covering such products, this will most likely trigger ANDA litigation. For example, on February 25, 2026, our subsidiaries, BeOne Medicines USA, Inc. and BeOne Medicines I GmbH, filed a patent infringement suit against Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited (collectively, “Zydus”) in the U.S. District Court for the District of New Jersey, in response to Zydus’s notice informing its filing of an ANDA with the FDA in connection with BRUKINSA® (zanubrutinib) tablets. For additional information on this litigation, please see “Legal Proceedings.” The success of ANDA litigation depends on the strength of the OB Patents and our ability to prove infringement. The outcome of ANDA litigation is inherently uncertain and may result in potential loss of market exclusivity for our product which may have a significant financial impact on product revenue.

The scope, validity or enforceability of our or our collaborators’ patents may be challenged in court or other authorities, and we or they may not be successful in enforcing or defending those intellectual property rights and, as a result, may not be able to develop or market the relevant product exclusively, which would have a material adverse effect on any potential sales of that product. As such, any issued patents may not protect us from generic or biosimilar competition for these medicines. Specifically, in patent litigation, defendants often challenge the validity and/or enforceability of the asserted patents, and there are numerous potential grounds upon which a patent can be found invalid and/or unenforceable. The validity of a patent can also be challenged before administrative bodies in the U.S. or abroad, even outside the context of litigation. Such proceedings could result in revocation or amendment to our patents in such a way that they no longer cover and protect our medicines or drug candidates. The outcome of such proceedings is inherently uncertain and may result in losing the patent protection on our medicines or drug candidates. Such a loss of patent protection could have a material adverse impact on our business.

Lawsuits alleging infringing of intellectual property rights of third parties could be costly and time consuming and could prevent or delay us from developing or commercializing our medicines or drug candidates.

We respect third parties’ valid intellectual property rights and diligently manage any freedom to operate risks associated with our medicines and drug candidates. Nevertheless, we bear the risk that we may be sued by third parties for patent infringement. We are aware of numerous issued patents and pending patent applications belonging to third parties that exist in fields of our medicines and drug candidates. There may also be third-party patents or patent applications of which we are currently unaware, and given the dynamic area in which we operate, additional patents are likely to be issued that relate to aspects of our business. There is a substantial amount of litigation and other claims and proceedings involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries generally. Our medicines and drug candidates have and may in the future, given rise to claims of infringement of the patent rights of others, and defense of these claims, regardless of their merit, could involve substantial litigation expense and divert our technical personnel, management personnel, or both from their normal responsibilities.

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If third parties bring successful claims against us for infringement of their intellectual property rights, we may be subject to injunctive or other equitable relief, which could prevent us from developing and commercializing one or more of our medicines and drug candidates. In the event of a successful claim against us of infringement or misappropriation, or a settlement by us of any such claims, we may have to pay substantial damages, including treble damages and attorneys’ fees in the case of willful infringement, pay royalties or redesign our infringing medicines and drug candidates, which may be impossible or require substantial time and cost.

Even in the absence of litigation, we may seek to obtain licenses from third parties to mitigate freedom to operate risks and as a result, could impose costly royalty and other fees and expenses on us.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. We may also be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of others.

In addition to our issued patent and pending patent applications, we rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position and to protect our medicines and drug candidates. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as our employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. However, any of these parties may breach such agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time- consuming, and the outcome is unpredictable. If any of our trade secrets were lawfully obtained or independently developed by a competitor, we would have no right to prevent them from using that technology or information to compete with us and our competitive position would be harmed.

Furthermore, many of our employees, including our senior management, were previously employed at other biotechnology or pharmaceutical companies, including our competitors or potential competitors. Some of these employees executed proprietary rights, non-disclosure and in some cases non-competition agreements in connection with their previous employment. Our employees may also have access to trade secrets of our collaboration partners. Although we try our best to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have misappropriated trade secrets or other proprietary information, of any such employees’ former employers. For example, in September 2024, AbbVie filed a lawsuit alleging misappropriation of certain trade secrets concerning our Bruton’s tyrosine kinase degrader program, including lead compound BGB-16673. Defending against such claims, regardless of their merit, could result in substantial costs and be a distraction to management. If we fail in defending any such claims, we may need to pay monetary damages and lose valuable intellectual property rights and suffer reputational harm.

Risks Related to Our Reliance on Third Parties

We rely on third parties to manufacture some of our commercial and clinical drug supplies. Our business could be harmed if those third parties fail to comply with manufacturing regulations, provide us with insufficient quantities of product or provide product at unacceptable quality levels or prices.

Although we manufacture commercial supply of TEVIMBRA, zanubrutinib, and pamiparib at our manufacturing facilities in China, and recently opened our commercial-stage biologics manufacturing and clinical R&D center in New Jersey and a new small molecule manufacturing campus in Suzhou, China, we continue to rely on outside vendors to manufacture supplies and process some of our medicines and drug candidates. For example, we have entered into a commercial supply agreement for TEVIMBRA with Boehringer Ingelheim Biopharmaceuticals (China) Ltd. (“Boehringer Ingelheim”) and entered into a commercial supply agreement for BRUKINSA with Catalent Pharma Solutions, LLC (“Catalent”). In addition, we generally rely on our collaboration partners and their third-party manufacturers for supply of in-licensed medicines in China. We have limited experience in manufacturing or processing our medicines and drug candidates on a commercial scale. Additionally, we have limited experience in managing the manufacturing process, and our process may be more difficult or expensive than the approaches currently in use.

Our reliance on a limited number of third-party manufacturers exposes us to the following risks:

•we may be unable to identify manufacturers on acceptable terms or at all because the number of potential manufacturers is limited, and regulatory authorities must evaluate and/or approve any manufacturers as part of their regulatory oversight of our medicines and drug candidates;

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•our manufacturers may have little or no experience with manufacturing our medicines and drug candidates, and therefore may require a significant amount of support from us to implement and maintain the infrastructure and processes required to manufacture our medicines and drug candidates;

•our third-party manufacturers might be unable to timely manufacture our medicines and drug candidates or produce the quantity and quality required to meet our clinical and commercial needs, if any;

•manufacturers are subject to initial and ongoing periodic unannounced inspection by the FDA and corresponding state agencies in the U.S. to ensure strict compliance with GMP requirements, chain of distribution requirements and other government regulations and by other comparable regulatory authorities for corresponding non-U.S. requirements. Manufacturers may be unable to comply with these GMPs which may result in fines and civil penalties, suspension of production, suspension, delay or withdrawal of product approval, product liability claims, product seizure or recall and enforcement actions, including injunctions and criminal or civil prosecution;

•a dispute may arise with one or more of our third-party manufacturers;

•we may not own, or may have to share, the intellectual property rights to some of the technology used and improvements made by our third-party manufacturers in the manufacturing process for our medicines and drug candidates;

•raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier, may not be available or may not be suitable or acceptable for use due to material or component defects;

•our contract manufacturers and drug component suppliers may be subject to disruptions in their business, including unexpected demand for or shortage of raw materials or components, cyber-attacks on supplier systems, labor disputes or shortage and inclement weather, as well as natural or man-made disasters or pandemics; and

•manufacturing partners may require us to fund capital improvements to support scale-up of manufacturing and related activities to the extent our drug candidates or medicines become approved for commercial sale.

For example, in March 2020, the NMPA suspended the importation, sales and use of ABRAXANE in China previously supplied to us by BMS, and the drug was subsequently recalled by BMS. This suspension was based on inspection findings at BMS’s contract manufacturing facility in the U.S.

Each of these risks could delay or prevent the completion of our clinical trials or the approval of any of our drug candidates, result in higher costs or adversely impact development of our drug candidates or commercialization of our medicines. In addition, we will rely on third parties to perform certain specification tests on our medicines and drug candidates prior to delivery to patients. If these tests are not appropriately done and test data are not reliable, patients could be put at risk of serious harm and regulatory authorities could place significant restrictions on our company until deficiencies are remedied.

Currently, the raw materials for our manufacturing activities are supplied by multiple source suppliers, although portions of our supply chain may rely on sole source suppliers. We have agreements for the supply of drug materials with manufacturers or suppliers that we believe have sufficient capacity to meet our demands. In addition, we believe that adequate alternative sources for such supplies exist. However, there is a risk that, if supplies are interrupted, it would materially harm our business.

Manufacturers of drug and biological products often encounter difficulties in production, particularly in scaling up or out, validating the production process, and assuring high reliability of the manufacturing process (including the absence of contamination). These problems include logistics and shipping, difficulties with production costs and yields, quality control, including stability of the product, product testing, operator error, availability of qualified personnel, as well as compliance with strictly enforced federal, state and non-U.S. regulations. Furthermore, if contaminants are discovered in the supply of our medicines and drug candidates or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. We cannot assure you that any stability failures or other issues relating to the manufacture of our medicines and drug candidates will not occur in the future. Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments. If our manufacturers were to encounter any of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide our medicines for commercial sale and our drug candidates to patients in clinical trials would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to begin new clinical trials at additional expense or terminate clinical trials completely.

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We have entered into licensing and collaboration arrangements and may enter into additional collaborations, licensing arrangements, or strategic alliances in the future, and we may not realize the benefits of such arrangements.

We have entered into licensing and collaboration agreements and may enter into additional collaboration, licensing arrangements, or strategic alliances with third parties that we believe will complement or augment our research, development and commercialization efforts. Any of these relationships may require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute our existing shareholders, or disrupt our management and business.

For example, in 2019, we entered into a strategic collaboration with Amgen with respect to its commercial-stage oncology products XGEVA®, BLINCYTO® and KYPROLIS® and a portfolio of clinical- and late-preclinical-stage oncology pipeline products. In 2021, we entered into a collaboration and license agreement with Novartis Pharma AG (“Novartis”), granting Novartis rights to develop, manufacture and commercialize our anti-PD-1 antibody TEVIMBRA in certain territories, but that agreement was terminated in September 2023 and we regained full, global rights to develop, manufacture and commercialize TEVIMBRA. In December 2021, we entered into an option, collaboration and license agreement with Novartis to develop, manufacture and commercialize our investigational TIGIT inhibitor, ociperlimab, in North America, Europe, and Japan, terminated that agreement in July 2023 and regained full, global rights to develop, manufacture and commercialize ociperlimab. In December 2024, we entered into a global licensing agreement with CSPC Zhongqi Pharmaceutical Technology (Shijiazhuang) Co., Ltd. for a methionine adenosyltransferase 2A (MAT2A)-inhibitor being explored for solid tumors.

Our strategic collaborations involve numerous risks. We may not achieve the revenue and cost synergies expected from our collaborations, and our management’s attention may be diverted from our drug discovery and development business. These synergies are inherently uncertain, and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and are beyond our control. If we achieve the expected benefits, they may not be achieved within the anticipated time frame. Additionally, strategic collaborations can be terminated for various reasons, including future acquisitions.

We face significant competition in seeking appropriate strategic partners, and the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic collaboration for our medicines and drug candidates because they may be deemed to be at too early of a stage of development for collaborative effort. If and when we collaborate with a third-party for development and commercialization of a medicine or drug candidate, we can expect to relinquish some or all of the control over the future success of that medicine or drug candidate to the third-party. For any medicines or drug candidates that we may seek to in-license from third parties, we may face significant competition from other pharmaceutical or biotechnology companies with greater resources or capabilities than us, and any agreement that we do enter may not result in the anticipated benefits.

Collaborations involving our medicines and drug candidates are subject to numerous risks, which may include the following:

•collaborators have significant discretion in determining the efforts and resources that they will apply to a collaboration;

•collaborators may not pursue development and commercialization of our drug candidates and medicines or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in their strategic focus due to the acquisition of competitive drugs, availability of funding, or other external factors, such as a business combination that diverts resources or creates competing priorities;

•collaborators may delay clinical trials, provide insufficient funding for a clinical trial, stop a clinical trial, abandon a drug candidate, repeat or conduct new clinical trials, or require a new formulation of a drug candidate for clinical testing;

•collaborators could independently develop, or develop with third parties, drugs that compete directly or indirectly with our medicines or drug candidates;

•a collaborator with marketing and distribution rights to one or more medicines may not commit sufficient resources to their marketing and distribution or may set prices that reduce the profitability of the medicines;

•collaborators may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;

•disputes may arise between us and a collaborator that cause the delay or termination of the research, development or commercialization of our medicines and drug candidates, or that result in costly litigation or arbitration that diverts management attention and resources; and

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•collaborators may own or co-own intellectual property covering our medicines and drug candidates that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property.

As a result, we may not be able to realize the benefit of current or future collaborations, licensing arrangements or strategic alliances if we are unable to successfully integrate products with our existing operations and company culture, which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following a strategic transaction or license, we will be able to fulfill all of our contractual obligations in a timely manner or achieve the revenue, specific net income or other goals that justify such transaction. If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a drug candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense.

If we fail to maintain an effective distribution channel for our medicines, our business and sales could be adversely affected.

We rely on third-party distributors to distribute our approved medicines. For example, we rely on sole third-party distributors to distribute some of our in-licensed approved medicines in China and multiple third-party distributors for the distribution of our internally developed medicines. We also expect to rely on third-party distributors to distribute our other internally developed and in-licensed medicines, if approved. Our ability to maintain and grow our business will depend on our ability to maintain an effective distribution channel that ensures the timely delivery of our medicines. However, we have relatively limited control over our distributors, who may fail to distribute our medicines in the manner we contemplate. If price controls or other factors substantially reduce the margins our distributors can obtain through the resale of our medicines to hospitals, medical institutions and sub-distributors, they may terminate their relationship with us. While we believe alternative distributors are readily available, there is a risk that, if the distribution of our medicines is interrupted, our sales volumes and business prospects could be adversely affected.

If we are not able to successfully develop and/or commercialize Amgen’s oncology products, the expected benefits of the collaboration will not materialize.

We have a collaboration agreement with Amgen pursuant to which we and Amgen have agreed to collaborate on the commercialization of Amgen’s oncology products XGEVA®, BLINCYTO® and KYPROLIS® in China, and the global development and commercialization in China of a portfolio of Amgen’s clinical- and late-preclinical-stage pipeline products. Amgen has paused or stopped development of some of the pipeline assets due to portfolio prioritization, and the parties expect that the development plan for the pipeline assets will continue to evolve over time. Additionally, for the period between 2020 and 2022, we were advised by Amgen that its applications to the Human Genetic Resources Administration of China (“HGRAC”) to obtain approval to conduct clinical studies in China for the pipeline assets were delayed. Approval from the HGRAC is required for the initiation of clinical trials involving the collection of human genetic materials in China. We do not expect the previous HGRAC delay to affect the conduct of the clinical trials in China for our drug candidates. The Amgen collaboration involves numerous risks, including unanticipated costs and diversion of our management’s attention from our other drug discovery and development business. There can be no assurance that we will be able to successfully develop and commercialize Amgen’s oncology products in China, which could disrupt our business and harm our financial results.

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We may rely on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our medicines and drug candidates and our business could be substantially harmed.

We have relied upon and plan to continue to rely to some extent upon third-party CROs to monitor and manage data and provide other services for our ongoing preclinical and clinical programs. We may rely on these parties for execution of our preclinical studies and clinical trials, and control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal and regulatory requirements and scientific standards, and our reliance on the CROs does not relieve us of our regulatory responsibilities. We, our CROs for our clinical programs and our clinical investigators are required to comply with GCPs, which are regulations and guidelines enforced by regulatory authorities for all of our drug candidates in clinical development. If we or any of our CROs or clinical investigators fail to comply with applicable GCPs and other regulatory requirements, the clinical data generated in our clinical trials may be deemed unreliable and regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. In addition, our pivotal clinical trials must be conducted with drug product produced under GMP regulations. Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process. We could also be subject to government investigations and enforcement actions.

If any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or to do so on commercially reasonable terms. In addition, our CROs are not our employees, and except for remedies available to us under our agreements with such CROs, we cannot control whether or not they devote sufficient time and resources to our ongoing clinical and nonclinical programs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they or our clinical investigators obtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory approval for or successfully commercialize our drug candidates. As a result, our results of operations and the commercial prospects for our drug candidates would be harmed, our costs could increase and our ability to generate revenues could be delayed.

Switching or adding additional CROs involves additional cost and delays, which can materially influence our ability to meet our desired clinical development timelines. There can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse effect on our business, financial condition and prospects.

Risks Related to Our Industry, Business and Operations

We have significantly increased and expect to continue to increase our research, development, manufacturing, and commercial capabilities, and we may experience difficulties in managing our growth.

At the beginning of 2025, we had approximately 11,000 employees, and we ended the year with nearly 12,000 employees, an increase of approximately 9%. As of the date of this Annual Report, we had nearly 12,000 employees worldwide. As our research, development, manufacturing and commercialization plans and strategies evolve, we must add a significant number of additional managerial, operational, drug development, clinical, regulatory affairs, manufacturing, sales, marketing, financial and other personnel in the U.S., China, Europe and other regions. Our recent growth and any anticipated future growth will impose significant added responsibilities on members of management, including: identifying, recruiting, integrating, maintaining, and motivating additional employees; managing the growth in our research, clinical operations, commercial, and supporting functions; and improving our operational, financial and management controls, reporting systems and procedures. Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

We currently rely, and for the foreseeable future will continue to rely, on certain independent organizations, advisors and consultants to provide certain services. There can be no assurance that the services of these independent organizations, advisors and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. There can be no assurance that we will be able to manage our existing consultants or find other competent outside contractors and consultants on economically reasonable terms, if at all. If we are not able to effectively manage our growth and further expand our organization by hiring new employees and expanding our groups of consultants and contractors as needed, we may not be able to successfully implement the tasks necessary to further develop, manufacture and commercialize our medicines and drug candidates and, accordingly, may not achieve our research, development, manufacturing and commercialization goals.

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Additionally, we have invested, and are investing significant time, resources and capital into the expansion of our facilities, including the creation of additional capacity at our Guangzhou and Suzhou manufacturing facilities and the construction of our Hopewell facility. If actual demand for our medicines does not meet our future projections, we will likely incur increased costs related to idle capacity including, but not limited to, acceleration of the timing of depreciation or impairment charges, which may adversely affect our financial condition and results of operations.

Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.

Xiaodong Wang, Ph.D., our Co-Founder, Chairman of our scientific advisory board, and director; John V. Oyler, our Co-Founder, Chief Executive Officer and Chairman of the board of directors; Xiaobin Wu, Ph.D., our President and Chief Operating Officer; Aaron Rosenberg, our Chief Financial Officer; and the other principal members of our management and scientific teams play a critical role in the Company’s operations and development. Although we have employment agreements or offer letters with each of our executive officers, these agreements do not prevent our executives from terminating their employment with us at any time. We do not maintain “key person” insurance for any of our executives or other employees.

Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our success. To induce valuable employees to remain at our company, in addition to salary and cash incentives, we have provided share options, restricted share units and restricted shares that vest over time or are based on performance conditions. The value to employees of these equity grants that may be significantly affected by movements in our share price that are beyond our control and may be insufficient to counteract more lucrative offers from other companies.

In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating and executing our discovery, clinical development, manufacturing and commercialization strategy. The loss of the services of our executive officers or other key employees and consultants could impede the achievement of our research, development, manufacturing and commercialization objectives and seriously harm our ability to successfully implement our business strategy.

Furthermore, replacing executives, key employees or consultants may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of and commercialize products. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel or consultants on acceptable terms, given the competition among numerous pharmaceutical and biotechnology companies for similar personnel.

We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

Our business is subject to complex and evolving industry-specific laws and regulations regarding the collection and transfer of personal data. These laws and regulations can be stringent and many are subject to change and uncertain interpretation, which could result in claims, changes to our data and other business practices, significant penalties, increased cost of operations, or otherwise adversely impact our business.

Regulatory authorities around the world have implemented industry-specific laws and regulations that affect the collection and transfer of personal data. For example, in China, the Regulation on the Administration of Human Genetic Resources (“HGR” and, such regulation, the “HGR Regulation”) applies to activities that involve sampling, biobanking, use of HGR materials and associated data, in China, and provision of such materials to non-PRC parties. The HGR Regulation prohibits both onshore or offshore entities established or actually controlled by non-PRC entities and individuals from sampling or biobanking any China HGR in China and requires approval for the sampling of certain HGR and biobanking of all HGR by Chinese parties. Approval for any export or cross-border transfer of HGR material is required, and transfer of China HGR data by Chinese parties to non-PRC parties or entities established or actually controlled by them also requires the Chinese parties to file, before the transfer, a copy of the data to the HGR administration for record. The HGR Regulation also requires that non-PRC parties ensure the full participation of Chinese parties in international collaborations and all records and data must be shared with the Chinese parties. The Implementing Rules for the HGR Regulation and additional issued guidance has clarified many areas of the HGR Regulation. For information about applications under the HGR Regulation for clinical studies in China that may affect the Amgen collaboration, see the risk factor titled “If we are not able to successfully develop and/or commercialize Amgen’s oncology products, the expected benefits of the collaboration will not materialize.”

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Additionally, the Cyberspace Administration of China (“CAC”) released the final Measures of Cross-Border Data Transfer Security Assessment, effective as of September 2022, under which any transfer of certain “important data” out of China triggers a security assessment to be conducted by the Chinese government. The term “important data” is a broadly defined term under the Cybersecurity Law and Data Security Law, and further clarifications need to be put in place by the Chinese government. However, under the latest draft Information Security Technology – Guideline for Identification of Critical Data, HGR data is classified as “important data,” and if the guidance is finalized as is, it can be expected that this new cross-border data transfer rule may create considerable additional regulatory burdens on international companies’ human gene-involved R&D activities in China.

If the Chinese parties fail to comply with data protection laws, regulations and practice standards, and our research data is obtained by unauthorized persons, used or disclosed inappropriately or destroyed, it could result in a loss of our confidential information and subject us to litigation and government enforcement actions. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our or our collaborators’ practices, potentially resulting in suspension of relevant ongoing clinical trials or the initiation of new trials, confiscation of HGR samples and associated data and administrative fines, disgorgement of illegal gains, or temporary or permanent debarment of our or our collaborators’ entities and responsible persons from further HGR projects and, consequently, a de-facto ban from initiating new clinical trials in China. So far, the HGR administration has disclosed a number of HGR violation cases.

To further enhance the administration of China HGR, in 2021, the Chinese government adopted amendments to the Criminal Code, which criminalize the illegal collection of China HGR, the illegal transfer of China HGR materials outside of China, and the transfer of China HGR data to non-PRC parties or entities established or actually controlled by them without going through security review and assessment. Also in 2021, the PRC Biosecurity Law became effective. The PRC Biosecurity Law establishes an integrated system to regulate biosecurity-related activities in China, including the security regulation of HGR and biological resources. The PRC Biosecurity Law for the first time expressly declared that China has sovereignty over its HGR and further endorsed the HGR Regulation by recognizing the fundamental regulatory principles and systems established by it over the utilization of Chinese HGR by foreign entities in China. Although the Biosecurity Law does not provide any specific new regulatory requirements on HGR, as it is a law adopted by China’s highest legislative authority, it gives the National Health Commission, China’s major regulatory authority of HGR, significantly more power and discretion to regulate HGR and it is expected that the overall regulatory landscape for Chinese HGR will continue to evolve and become even more rigorous. In addition, the interpretation and application of data protection laws in China are often uncertain and in flux.

We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to significant penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

We manufacture some of our medicines and intend to manufacture some of our drug candidates, if approved. Failure to comply with regulatory requirements could result in sanctions being imposed against us and delays in receiving regulatory approvals for our manufacturing facilities, or damage to, destruction of or interruption of production at such facilities, could delay our development plans or commercialization efforts.

We currently have multiple manufacturing facilities in China. We recently opened our commercial-stage biologics manufacturing and clinical R&D center in New Jersey and a new small molecule manufacturing campus in Suzhou, China. These facilities may encounter unanticipated delays and expenses in startup operations due to a number of factors, including regulatory requirements. If expansion, regulatory evaluation and/or approval of our facilities are delayed, we may not be able to manufacture sufficient quantities of our medicines and drug candidates, which would limit our development and commercialization activities and our opportunities for growth. Cost overruns associated with constructing or maintaining our facilities could require us to raise additional funds from other sources.

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In addition to the similar manufacturing risks described in “Risks Related to Our Reliance on Third Parties,” our manufacturing facilities are subject to inspection in connection with clinical development and new drug approvals and ongoing, periodic inspection by the FDA, NMPA, EMA or other comparable regulatory agencies to ensure compliance with GMP and other regulatory requirements. Historically, some manufacturing facilities in China have had difficulty meeting the FDA’s, NMPA’s or EMA’s standards. Our failure to follow and document our adherence to such GMP regulations or other regulatory requirements may lead to significant delays in the availability of products for clinical or commercial use, may result in the termination of or a hold on a clinical trial, or may delay or prevent filing or approval of marketing applications for our drug candidates or the commercialization of our medicines. We also may encounter problems with achieving adequate or clinical-grade materials that meet FDA, NMPA, EMA or other comparable regulatory agency standards or specifications with consistent and acceptable production yield and costs, as well as shortages of qualified personnel, raw materials or key contractors.

Failure to comply with applicable regulations could also result in sanctions being imposed on us, including fines, injunctions, civil penalties, a requirement to suspend or put on hold one or more of our clinical trials, failure of regulatory authorities to grant marketing approval of our drug candidates, delays, suspension or withdrawal of approvals, supply disruptions, license revocation, seizures or recalls of drug candidates or medicines, operating restrictions and criminal prosecutions, any of which could harm our business.

To supply commercial quantities for our marketed products, produce our medicines in the quantities that we believe will be required to meet anticipated market demand, and to supply clinical drug material to support the continued growth of our clinical programs, we will need to increase, or “scale up,” the production process by a significant factor over the initial level of production, which will require substantial additional expenditures and various regulatory approvals and permits. If we are unable to do so, are delayed, or if the cost of this scale up is not economically feasible for us or we cannot find a third-party supplier, we may not be able to produce our medicines in a sufficient quantity to meet future demand. Furthermore, developing advanced manufacturing techniques and process controls is required to fully utilize our facilities. Advances in manufacturing techniques may render our facilities and equipment inadequate or obsolete.

If our manufacturing facilities or the equipment in them is damaged or destroyed, we may not be able to quickly or inexpensively restore our manufacturing capacity or restore it at all. In the event of a temporary or protracted loss of the facilities or equipment, we might not be able to transfer manufacturing to a third party. Even if we could transfer manufacturing to a third party, the shift would likely be expensive and time-consuming, particularly since the new facility would need to comply with the necessary regulatory requirements and we would need regulatory agency approval before selling any medicines manufactured at that facility. Any interruption in manufacturing operations at our manufacturing facilities could result in our inability to satisfy the demands of our clinical trials or commercialization. Any disruption that impedes our ability to manufacture our drug candidates or medicines in a timely manner could materially harm our business, financial condition and operating results.

Currently, we maintain insurance coverage against damage to our property, plant and equipment in amounts we believe are reasonable. However, our insurance coverage may not reimburse us, or may not be sufficient to reimburse us, for any expenses or losses we may suffer. We may be unable to meet our requirements for our drug candidates and medicines if there were a catastrophic event or interruption or failure of our manufacturing facilities or processes.

We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to compliance requirements, including establishing and maintaining internal controls over financial reporting. We may be exposed to potential risks if we are unable to comply with these requirements.

As a public company listed in the U.S., Hong Kong and Shanghai, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing rules of the Nasdaq Global Select Market (“Nasdaq”), The Stock Exchange of Hong Kong Limited (the “HKEx”) and the STAR Market of the Shanghai Stock Exchange (the “SSE”), and incur significant legal, accounting and other expenses to comply with applicable requirements. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel devote a substantial amount of time to these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.

For example, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Such compliance may require that we incur substantial accounting expenses and expend significant management efforts. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner,

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the market price of our shares could decline if investors and others lose confidence in the reliability of our financial statements, we could be subject to sanctions or investigations by the SEC, HKEx, CSRC, SSE or other applicable regulatory authorities, and our business could be harmed.

If we engage in acquisitions or strategic collaborations, this may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

From time to time, we may evaluate various acquisitions and strategic collaborations, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. Any completed, in-process or potential acquisition or strategic collaboration may entail numerous risks, including:

•increased operating expenses and cash requirements;

•the assumption of additional indebtedness or contingent or unforeseen liabilities;

•the issuance of our equity securities;

•assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

•the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;

•retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;

•risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing drugs or drug candidates and regulatory approvals, including applicable antitrust and trade regulation laws in the relevant U.S. and foreign jurisdictions in which we or the operations or assets we seek to acquire carry on business; and

•our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

In addition, if we undertake acquisitions or strategic collaborations, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense. For example, in connection with our transaction with Amgen, we issued to Amgen a total of 206,635,013 ordinary shares in the form of ADSs in 2020, representing 20.5% of the then issued share capital of the Company after giving effect to the share issuance, which resulted in Amgen becoming our largest shareholder and the ownership of our existing shareholders being diluted.

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PRC regulations and rules concerning mergers and acquisitions, including the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), have established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that the Ministry of Commerce of the PRC (the “MOFCOM”) be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, under the Anti-Monopoly Law of the PRC and the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council, a transaction by way of merger, acquisition or contractual arrangement that allow one market player to take control of or to exert decisive impact on another market player requires advanced notice to the State Administration for Market Regulation (the “SAMR”) when such threshold is crossed and shall not be implemented without the clearance of prior notification. In addition, the Measures for Security Review of Foreign Investment and the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprise by Foreign Investors (the “Security Review Rules”) specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire the de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and prohibit any activities attempting to bypass a security review by structuring the transaction through, among other things, trusts, entrustment or contractual control arrangements. Furthermore, according to the Overseas Listing Trial Measures, if a Chinese overseas listed company issues overseas listed securities to acquire assets, such issuance would be subject to filing requirements with the CSRC. We may also be subject to similar review and regulations in other jurisdictions, such as the laws and regulations on foreign investment in the U.S. under the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”) and other agencies, including the Foreign Investment Risk Review Modernization Act.

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval or filing processes, including obtaining approval from or filing with CFIUS, the SAMR, the MOFCOM, the CSRC or other agencies may delay or inhibit our ability to complete such transactions. It is unclear whether those complementary businesses we may acquire in the future would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. Furthermore, CFIUS, SAMR, MOFCOM, CSRC or other government agencies may make further determinations that increase the scrutiny of our future acquisitions in the U.S. or the PRC or prohibits such acquisitions. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

If we fail to comply with the U.S. Foreign Corrupt Practices Act or other anti-bribery and corruption laws, our reputation may be harmed and we could be subject to penalties and significant expenses that have a material adverse effect on our business, financial condition and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”). The FCPA generally prohibits us from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We are also subject to the anti-bribery and corruption laws of other jurisdictions, particularly China. The anti-bribery laws in China generally prohibit companies and their intermediaries from making payments to government officials for the purpose of obtaining or retaining business or securing any other improper advantage. As our business has expanded, the applicability of the FCPA and other anti-bribery and corruption laws to our operations has increased.

We do not fully control the interactions our employees, distributors and third-party promoters have with hospitals, medical institutions and doctors, and they may try to increase sales volumes of our products through means that constitute violations of U.S., PRC or other countries’ anti-corruption and related laws. Although we have policies and procedures designed to ensure that we, our employees and our agents comply with anti-bribery laws, there is no assurance that such policies or procedures will prevent our agents, employees and intermediaries from engaging in bribery activities. If we, due to either our own deliberate or inadvertent acts or those of others, fail to comply with applicable anti-bribery and corruption laws, our reputation could be harmed and we could incur criminal or civil penalties, including but not limited to imprisonment, criminal and civil fines, suspension of our ability to do business with the government, denial of government reimbursement for our products and/or exclusion from participation in government healthcare programs, other sanctions and/or significant expenses, which could have a material adverse effect on our business.

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If we or our CROs or contract manufacturing organizations (“CMOs”) fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business.

We and third parties, such as our CROs or CMOs, are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and waste. In addition, our construction projects can only be put into operation after certain regulatory procedures with the relevant administrative authorities in charge of environmental protection, health and safety have been completed. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and waste. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and such liability could exceed our insurance coverage. We also could incur significant costs associated with civil or criminal fines and penalties.

Although we maintain workers’ compensation insurance to cover us for costs and expenses that we may incur due to injuries to our employees resulting from the use of or exposure to hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage, use or disposal of biological or hazardous materials.

In addition, we may be required to incur substantial costs to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development, manufacturing or commercialization efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Our information technology systems, or those used by our contractors or collaborators, may fail or suffer security breaches, which could result in a material disruption of our product development and commercialization efforts.

Despite the implementation of security measures, our information technology systems and those of our contractors and collaborators, are vulnerable to damage from internal or external events, such as cyberattacks, computer viruses, unauthorized access to systems and data, malicious internet-based activity, online and offline fraud, wrongful conduct by insider employees and vendors, denial-of-service attacks, ransomware attacks, business email compromises, social engineering (including phishing attacks), computer malware, malicious codes, wrongful intrusions, and other similar activities, as well as natural disasters, terrorism, war, and telecommunication and electrical failures, which can compromise the confidentiality, integrity and availability of the systems. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, and now include potential attacks enhanced or facilitated by artificial intelligence.

In the ordinary course of our business, we collect and store sensitive data, including, among other things, legally protected patient health information, personally identifiable information about our employees, banking information of our vendors, intellectual property, and proprietary business information. We manage and maintain our applications and data utilizing on-site systems and outsourced vendors. Because information systems, networks and other technologies are critical to many of our operating activities, shutdowns or service disruptions at our company or vendors that provide information systems, networks, or other services to us pose increasing risks. Such disruptions may be caused by widespread adoption of artificial intelligence impacting the attack surfaces targeted by threat actors or by other events such as computer hacking, phishing attacks, ransomware, business email compromises, social engineering (including phishing attacks), dissemination of computer viruses, worms and other destructive or disruptive software, denial-of-service attacks and other malicious activity, as well as power outages, natural disasters (including extreme weather), terrorist attacks or other similar events. Such events could cause loss of data, damage to systems and data and leave us unable to utilize key business systems or access important data needed to operate our business. Like other companies in our industry, we, and our contractors and collaborators, have experienced and will continue to experience cybersecurity threats and incidents relating to our information technology systems and infrastructure, including malicious codes and viruses, phishing, email compromise attacks, ransomware, or other cyber-attacks. Such threats could adversely affect our security, leave us without access to important systems, products, raw materials, components, services or information and expose our confidential data. If a material cyber incident or data breach were to occur and cause interruptions in our operations, it could result in a material disruption of our research, development, manufacturing, regulatory and commercialization efforts and our business operations. In addition, system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient to cover all eventualities. Significant events could result in a disruption of our operations, damage to our reputation or a loss of revenues.

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We could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in the information systems and networks of our company and our vendors, including personal information of our employees and patients, and company and vendor confidential data. In addition, outside parties may attempt to penetrate our systems or those of our vendors or fraudulently induce our personnel or the personnel of our vendors to disclose sensitive information in order to gain access to our data and/or systems. The number and complexity of these threats continue to increase over time. If a material breach of our information technology systems or those of our vendors occurs, we could be required to provide legal notifications and disclosures, as well as expend significant amounts of money and other resources to respond to these threats or breaches and to repair or replace information systems or networks and could suffer financial loss or the loss of valuable confidential information.

In addition, we could be subject to regulatory actions and/or claims made by individuals and groups in private litigation involving privacy issues related to data collection and use practices and other data privacy laws and regulations, including claims for misuse or inappropriate disclosure of data, as well as unfair or deceptive practices. Although we develop and maintain systems and controls designed to prevent these events from occurring, and we have processes to identify and mitigate threats, the development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite our efforts, the possibility of these events occurring cannot be eliminated entirely. It is possible that the risk of cyber-attacks or other privacy or data security incidents may be heightened as a result of our remote working environment, which may be less secure and more susceptible to hacking attacks. As we outsource more of our information systems to vendors, engage in more electronic transactions with payors and patients, and rely more on cloud-based information systems, the related security risks will increase and we will need to expend additional resources to protect our technology and information systems. In addition, there can be no assurance that our internal information technology systems or those of our contractors and collaborators, as well as our and their efforts to implement adequate security and control measures, will be sufficient to protect us against breakdowns, service disruptions, data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a cyberattack, data breach, ransomware, industrial espionage attack or insider threat attack that could adversely affect our business and operations and/or result in the loss or exposure of critical, proprietary, private, confidential or otherwise sensitive data, which could result in financial, legal, business or reputational harm to us. Further, our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our privacy and data security obligations. Further, although we maintain cyber liability insurance, this insurance may not provide adequate coverage against potential liabilities related to any experienced cybersecurity incident or breach.

The increasing use of artificial intelligence-based software (including machine learning) and social media platforms may result in reputational harm or liability or could otherwise adversely affect our business.

The use of artificial intelligence-based software is increasingly being used in the biopharmaceutical and global healthcare industries. As with many developing technologies, artificial intelligence-based software presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. Use of this technology could pose cybersecurity, data privacy, IT, intellectual property, regulatory, legal, operational, competitive, reputational and other risks and challenges that could affect our business. Specifically, risks related to accuracy, bias, artificial intelligence hallucinations, discrimination, harmful content, misinformation, fraud, scams, targeted attacks (including model poisoning or data poisoning), surveillance, data leakage, inequality, environmental harms, and other harms may flow from our development, use, or deployment of AI technologies. Algorithms may be flawed; data sets may be insufficient, of poor quality, or contain biased information; and inappropriate or controversial data practices by data scientists, engineers, and end-users could impair results. If the analyses that artificial intelligence applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Furthermore, use of artificial intelligence-based software may lead to the inadvertent release, disclosure, or compromise of confidential information or other proprietary intellectual property through the use of generative artificial intelligence tools, or other cybersecurity incidents which may impact our ability to realize the benefit of our intellectual property.

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A growing number of laws and regulations are being adopted which focus on enforcement efforts surrounding artificial intelligence and the use of such technologies in compliance with ethical standards and societal expectations. For example, the EU’s Artificial Intelligence Act imposes significant obligations on providers and deployers of artificial intelligence systems, and encourages ethical principles in the development and use of these systems. Likewise, in the U.S., dozens of states have passed laws to regulate various uses and applications of artificial intelligence, including addressing deployment of artificial intelligence in healthcare settings. At the federal level, the FDA has advanced guidance and proposed frameworks for regulating AI in drug discovery, marketing submissions, and medical device development. At the same time, the Trump administration has endorsed a federal moratorium on enforcement of certain state-level AI regulation, including through a December 11, 2025 Executive Order on “Ensuring a National Policy Framework for Artificial Intelligence.” So far, these efforts have not been successful at curtailing state action on AI regulation, contributing to a complicated legislative patchwork that may be litigated in state and federal courts. We currently use systems that incorporate artificial intelligence, and if we develop or continue to use artificial intelligence systems governed by these laws or regulations, we will need to apply significant resources to design, develop, test and maintain such systems in accordance with applicable law and regulation, with the potential for significant enforcement or litigation in the event of any perceived non-compliance or is use of such technologies results in harms or other causes of actions we did not predict.

Additionally, our vendors may incorporate artificial intelligence tools into their offerings, and the providers of these artificial intelligence tools may not meet regulatory standards, including with respect to privacy and data security. Further, bad actors around the world use increasingly sophisticated methods, including artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our business.

Relatedly, social media platforms are increasingly being used to communicate about our products and the diseases our medicines and drug candidates are designed to treat. Social media practices in the biopharmaceutical industry continue to evolve and regulations relating to such use are not always clear and create uncertainty and risk of noncompliance with regulations applicable to our business. For example, patients may use social media channels to comment on the effectiveness of a product or to report an alleged adverse event. When such disclosures occur, there is a risk that we may fail to monitor and comply with applicable adverse event reporting obligations. There is also a risk of negative or inaccurate posts about us on social media, including criticism regarding our medicines or drug candidates. The immediacy of social media precludes us from having real-time control over postings made regarding our company, medicines or drug candidates. Our reputation could be damaged by negative publicity posted on social media platforms which we may not be able to timely reverse. If any of these events were to occur or we otherwise fail to comply with applicable regulations, we could incur liability, face restrictive regulatory actions or incur other harm to our business.

Our failure to comply with privacy and data protection laws and regulations could lead to government enforcement actions and significant penalties against us, and adversely impact our operating results.

In the U.S., Europe, China, and many other jurisdictions where we operate, we are subject to laws and regulations that address privacy, personal information protection, use of artificial intelligence-based software and data security. Numerous laws and regulations, including, without limitation, privacy laws (such as the European Union’s General Data Protection Regulation (“GDPR”) or similar laws), security breach notification laws (such as China’s Measures on National Cybersecurity Incident Reporting), health information privacy laws (such as the United States’ Health Insurance Portability and Accountability Act (“HIPAA”)), and consumer protection laws (such as the United States’ Federal Trade Commission’s unfair or deceptive practices rules, or California’s Consumer Privacy Act), govern the collection, use, disclosure and protection of health-related and other personal information. A subset of these laws also have strict requirements governing the cross-border transfer of, or access to, personal information (see the risk factor titled “Compliance with the Data Security Law of the People’s Republic of China (the “Data Security Law”), Cybersecurity Review Measures, Personal Information Protection Law of the People’s Republic of China (the “PIPL”), regulations and guidelines relating to the multi-level protection scheme (the “MLPS”) and any other future laws and regulations may entail significant expenses and could materially affect our business.”).

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The legal and regulatory landscape around data privacy is rapidly changing with countries, states and other localities passing new laws and regulations every year. For example, in the U.S., in early 2025, the U.S. Department of Justice (“the DOJ”) issued a January 8, 2025 rule on “Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,” to prohibit certain transactions involving access to bulk sensitive data by countries of concern, such as China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia, and Venezuela. For instance, the DOJ’s regulations prohibit transactions involving human genomic data and biospecimens of more than 100 U.S. individuals, except where necessary for specified exempt activities, such as for regulatory approvals, clinical investigations in support of FDA applications, and post-marketing surveillance. Additionally, numerous U.S. states now have passed or proposed privacy laws that add complexity, variation in requirements, restrictions and potential legal risk requiring additional investment of resources in compliance programs. For example, state laws regulating consumer personal information may impact clinical trial recruitment, marketing, and other activities, and state laws regulating health and genetic information may restrict access to data from outside the U.S. and our ability to collaborate with certain institutions. For example, Texas passed the Texas Genomic Act of 2025, which regulates access by “Foreign adversaries” to genomic data or biosamples collected in Texas and forbids use of genetic sequencers or associated software made or developed by Foreign Adversaries. Tracking and complying with these laws and regulations requires significant time and expenses and could materially affect our business. By way of example and without limitation, these laws may require updating of contracts, informed consent forms, clinical trial protocols and privacy notices; changes to company procedures and corporate structures; limiting what personal information we collect, who has access to it and how/where we use it; performing internal assessments; changes to the security and hosting solution of our systems; changes to vendors and other third parties that we work with; specific reporting and remediation efforts in the event of a data breach; and even opening our business up for external assessments by government bodies.

Given the variability and evolving state of these laws, we face uncertainty as to the exact interpretation of the new requirements, and we may face challenges in implementing all measures required by regulators or courts in their interpretation. Despite our best efforts and those of our outside counsel, regulators and courts may disagree with our interpretation of the regulations, which may impact how we operate and result in penalties being imposed on us. Additionally, we may experience a reportable data breach (see the risk factor titled “Our information technology systems, or those used by our contractors or collaborators, may fail or suffer security breaches, which could result in a material disruption of our product development and commercialization efforts.”). Any failure or perceived failure by us to comply with applicable laws and regulations could subject us to significant administrative, civil or criminal fines or other penalties and negatively impact our reputation and our ability to participate in certain government-supported programs. For severe violations, in some countries these laws even allow courts and government agencies to delay or halt transfer of personal information, require deletion of personal information, or even order we stop collection, use or other processing of personal information in that country. All of these could materially harm our business, prospects, and financial condition or even disrupt our operations.

These laws apply not just to us, but also to those vendors working on our behalf, as well as our business partners. Any actual or perceived failure of them to comply with these laws and regulations could impact the services they provide to us, our collaborations with them and our reputation; additionally, there is a risk of liability flowing to us under certain contractual and/or legal conditions.

Compliance with the Data Security Law of the People’s Republic of China (the “Data Security Law”), Cybersecurity Review Measures, Personal Information Protection Law of the People’s Republic of China (the “PIPL”), regulations and guidelines relating to the multi-level protection scheme (the “MLPS”) and any other future laws and regulations may entail significant expenses and could materially affect our business.

China has implemented extensive data protection, privacy and information security rules and is considering a number of additional proposals relating to these subject areas. We face significant uncertainties and risks related to these laws, regulations and policies, some of which were only recently enacted, and the interpretation of these legal requirements by government regulators as applied to biotechnology companies like us. For example, we collect and maintain de-identified or pseudonymized health data for clinical trials in compliance that could be deemed “personal data” or “important data” by government regulators. With China’s growing emphasis of its sovereignty over data derived from China, the outbound transmission of de-identified or pseudonymized health data for clinical trials may be subject to the new national security legal regime, including the Data Security Law, the Cyber Security Law of the People’s Republic of China (the “Cyber Security Law”), the PIPL, and various implementing regulations and standards.

China’s Data Security Law provides that the data processing activities must be conducted based on “data classification and hierarchical protection system” for the purpose of data protection and prohibits entities in China from transferring data stored in China to foreign law enforcement agencies or judicial authorities without prior approval by the relevant PRC authority. The classification of data is based on its importance in economic and social development, as well as the degree of harm expected to be caused to national security, public interests, or the legitimate rights and interests of individuals or organizations if such data is tampered with, destroyed, leaked, or illegally acquired or used.

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The Cyber Security Law, which was amended effective January 1, 2026, requires companies to take certain organizational, technical and administrative measures to ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that companies adopt a multi-level protection scheme (“MLPS”), under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. Under the MLPS, entities’ operating information systems must have a thorough assessment of the risks and the conditions of their information and network systems to determine the level to which the entity’s information and network systems belong, from the lowest Level 1 to the highest Level 5, pursuant to a series of national standards on the grading and implementation of the classified protection of cybersecurity. The grading result will determine the set of security protection obligations that entities must comply with and when relevant government authority examination and approval is required.

Under the Cyber Security Law and Data Security Law, we are required to establish and maintain a comprehensive data and network security management system that will enable us to monitor and respond appropriately to data security and network security risks. We are obligated to notify affected individuals and appropriate Chinese regulators of, and respond to, any data security and network security incidents. Chinese authorities have issued guidance, regulations, and amendments that continue to evolve the required standard of security and potential liabilities for violations. For example, the Network Data Security Management Regulations which became effective in January 2025, impose detailed and prescriptive requirements for protecting network security. In addition, the Administrative Measures on National Cybersecurity Incident Reporting which became effective in November 2025, define the levels of cybersecurity incidents and the corresponding reporting requirements. Establishing and maintaining such systems takes substantial time, effort and cost, and we may not be able to establish and maintain such systems as fully as needed to ensure compliance with our legal obligations. Despite our investment, such systems may not adequately protect us or enable us to appropriately respond to or mitigate all data security and network security risks or incidents we may face.

Furthermore, under the Data Security Law, data categorized as “important data,” which will be determined by governmental authorities in the form of catalogs, is to be processed and handled with a higher level of protection. The notion of important data is not clearly defined by the Cyber Security Law or the Data Security Law. In order to comply with the statutory requirements, we will need to determine whether we possess important data, monitor the important data catalogs that are expected to be published by local governments and departments, perform risk assessments and ensure we are complying with reporting obligations to applicable regulators. We may also be required to disclose to regulators business sensitive or network security-sensitive details regarding our processing of important data and may need to pass the government security review or obtain government approval in order to share important data with offshore recipients, which can include foreign licensors, or share data stored in mainland China with judicial and law enforcement authorities outside of mainland China. If judicial and law enforcement authorities outside mainland China require us to provide data stored in mainland China, and we are not able to pass any required government security review or obtain any required government approval to do so, we may not be able to meet the non-PRC authorities’ requirements and may be unable to share information outside of China which may disrupt the operation of our business. The potential conflicts in legal obligations could have adverse impacts on our operations in and outside of mainland China. PRC regulatory authorities have also enhanced the supervision and regulation of cross-border data transmission. The Data Security Law prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any data stored in China without approval from competent PRC authority and sets forth the legal liabilities of entities and individuals found to be in violation of their data protection obligations, including rectification order, warning, fines, suspension of relevant business, and revocation of business permits or licenses. Moreover, the CAC promulgated the Measures for the Security Assessment of Cross-border Data Transmission (effective September 2022) and the Provisions on Promoting and Standardizing Cross-Border Data Flows (effective March 2024), as well as further question-and-answer guidance issued in April and May 2025 which provide certain clarification and relaxation to the compliance mechanisms for cross-border transfer of personal information, and provide several exemptions from undergoing security assessment, obtaining personal information protection certification, or entering into prescribed agreement for cross-border transfer of personal information for businesses. The provisions also explicitly state that data processors are not required to conduct data security assessment for cross-border important data transfers if the concerning data has not been notified or published as important data by relevant departments or regions. According to these measures, personal data processors are subject to security assessment prior to any cross-border transfer of data if the transfer involves (i) important data; (ii) personal information transferred overseas by operators of critical information infrastructure; (iii) non-sensitive personal data of more than 1 million persons or sensitive personal data of more than 10,000 persons transferred overseas since January 1 of the current year; or (iv) other circumstances as requested by the CAC. Though these measures have already taken effect, substantial uncertainties still exist with respect to the interpretation and implementation of these measures in practice and how they will affect our business operation.

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The CAC has taken action against several Chinese internet companies listed on U.S. securities exchanges for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law of the People’s Republic of China (the “National Security Law”), the Cyber Security Law and the Cybersecurity Review Measures. Effective as of February 2022, the CAC, together with 12 other PRC governmental authorities, promulgated the Revised Cybersecurity Review Measures, pursuant to which critical information infrastructure operators procuring network products and services and online platform operators carrying out data processing activities, which affect or may affect national security, shall conduct a cybersecurity review. In addition, online platform operators possessing personal information of more than one million users seeking to be listed on foreign stock markets must apply for a cybersecurity review. The relevant competent governmental authorities may also initiate a cybersecurity review against the relevant operators if the authorities believe that the network product or service or data processing activities of such operators affect or may affect national security. The CAC has also issued new and updated regulatory measures focused on data security and cross-border data flows, and increased its enforcement activity. We expect the CAC and additional Chinese regulators to maintain a high level of scrutiny in the data security, cross-border data transfer and artificial intelligence space. There are still uncertainties as to the exact scope of network product or service or data processing activities that will or may affect national security, and the PRC government authorities may have discretion in the interpretation and enforcement of these measures.

Additionally, the State Council published the Administrative Regulations on Cyber Data Security (“Cyber Data Security Regulations”, effective January 1, 2025), pursuant to which data processors are required to identify and report important data. Important data processors shall further adopt specific measures to secure the important data, such as designing the personnel and management institution responsible for the network data security, conducting risk assessment for the sharing, entrusted processing and joint processing of important data, and submit the annual risk assessment reports to competent authorities. Furthermore, data processors shall be subject to national security review if their cyber data processing activities affect or may affect national security. Certain industry-specific laws and regulations may also affect our collection and transfer of data. For example, the HGR Regulation and the Biosecurity Law of the PRC stipulate that foreign organizations, individuals, and the entities established or actually controlled by foreign organizations or individuals are forbidden to collect, preserve and export China’s human genetic resources.

There remain uncertainties as to how widespread the cybersecurity or national security review requirement and the enforcement action will be and what effect they will have on the life sciences sector generally and our business in particular. China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and the imposition of any such penalties on our business could cause a material adverse effect on our business, financial condition, results of operations, prospects and the trading price of our ordinary shares, ADSs and RMB Shares, and could lead to our delisting from Nasdaq. As of the date of this Annual Report, we have not received any notice from any Chinese regulatory authority identifying us as a “critical information infrastructure operator,” “online platform operator” or “data processor” requiring us to go through the cybersecurity review procedures pursuant to the Revised Cybersecurity Review Measures or national security review under the Cyber Data Security Regulations. However, there remains uncertainty as to how the regulations if enacted as currently proposed, will be interpreted or implemented and whether the Chinese regulatory authorities will adopt additional regulations. While we intend to closely monitor the evolving laws and regulations in this area and take all reasonable measures to mitigate compliance risks, we cannot guarantee that our business and operations will not be adversely affected by the potential impact of the Revised Cybersecurity Review Measures, the Cyber Data Security Regulations or other laws and regulations related to privacy, data protection and information security.

Additionally, the Standing Committee of the National People’s Congress of the PRC promulgated the PIPL, which expands data protection compliance obligations to cover the processing of personal information of persons by organizations and individuals in China, and the processing of personal information of persons in China outside of China if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in China. The PIPL also provides that critical information infrastructure operators and personal information processing entities that process personal information meeting a volume threshold are also required to store in China personal information generated or collected in China, and to pass a security assessment for any export of such personal information. In February 2025, the CAC finalized the Administrative Measures on Personal Information Protection Compliance Audit, which specifies the requirements on companies to implement and conduct the compliance audit under the PIPL. Lastly, the PIPL contains proposals for significant fines for serious violations of up to RMB50 million, or 5% of annual revenues from the prior year, and penalties, including that companies found to have violated the PIPL may be ordered to suspend any related activity.

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Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation or changes in enforcement. Compliance with the Cyber Security Law, the Data Security Law and the PIPL could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or may operate in the future. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could fail to meet all of the requirements imposed by the Cyber Security Law, the Data Security Law and/or related implementing regulations. Any failure on our part to comply with such law or regulation, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterparties from contracting with us or result in investigations, fines, suspension or other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affect our business, financial condition and results of operations. Even if our practices are not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and adversely affect our business, financial condition and results of operations. Moreover, the legal uncertainty created by the Data Security Law and the actions taken by the Chinese government could materially adversely affect our ability, on favorable terms, to raise capital in the U.S. and other markets in the future.

If we or the parties on whom we rely fail to maintain the necessary licenses for the development, manufacture, sale and distribution of our products, our ability to conduct our business could be materially impaired.

We are required to obtain, maintain and renew various permits, licenses and certificates to develop, manufacture, promote and sell our products. Third parties, such as distributors, third-party promoters and third-party manufacturers, on whom we may rely to develop, manufacture, promote, sell and distribute our products may be subject to similar requirements. We and third parties on whom we rely may be also subject to regular inspections, examinations, inquiries or audits by the regulatory authorities, and an adverse outcome of such inspections, examinations, inquiries or audits may result in the loss or non-renewal of the relevant permits, licenses and certificates. Moreover, the criteria used in reviewing applications for, or renewals of, permits, licenses and certificates may change from time to time, and there can be no assurance that we or the parties on whom we rely will be able to meet new criteria that may be imposed to obtain or renew the necessary permits, licenses and certificates. Many of such permits, licenses and certificates are material to the operation of our business, and if we or the parties on whom we rely fail to maintain or renew material permits, licenses and certificates, our ability to conduct our business could be materially impaired. Furthermore, if the interpretation or implementation of existing laws and regulations change, or new regulations come into effect, requiring us or the parties on whom we rely to obtain any additional permits, licenses or certificates that were previously not required to operate our business, there can be no assurance that we or the parties on whom we rely will successfully obtain such permits, licenses or certificates.

Our financial and operating performance may be adversely affected by government shutdowns, public health crises, natural catastrophes, or other business interruptions outside of our control.

Our global operations and those of our third-party contractors and collaborators expose us to natural or man-made disasters, such as earthquakes, hurricanes, floods, fires, explosions, public health crises, such as epidemics or pandemics, terrorist activity, wars, political uncertainty, or other business interruptions outside of our control. Furthermore, we do not maintain any insurance other than property insurance for some of our buildings, vehicles and equipment. Accordingly, unexpected business interruptions resulting from disasters could disrupt our operations and thereby result in substantial costs and diversion of resources. For example, our Guangzhou manufacturing facility was hit by a typhoon in 2019 and although the typhoon did not cause material damage to the facility, the boundary area and the adjacent land were flooded, causing a power outage for a few days. Afterwards, we fortified the facility to help prevent future interruptions. A significant disruption at our manufacturing facilities, even on a short-term basis, could impair our ability to timely produce products, which could have a material adverse effect on our business, financial position and results of operations.

Our production process requires a continuous supply of electricity. We have encountered power shortages historically in China due to restricted power supply to industrial users during summers when the usage of electricity is high and supply is limited or as a result of damage to the electricity supply network. Because the duration of those power shortages was brief, they had no material impact on our operations. Longer interruptions of electricity supply could result in lengthy production shutdowns, increased costs associated with restarting production and the loss of production in progress. Any major suspension or termination of electricity or other unexpected business interruptions could have a material adverse impact on our business, financial condition and results of operations.

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We also rely in part on third-party manufacturers to produce and process our medicines and drug candidates. Our ability to obtain supplies of our medicines and drug candidates could be disrupted if the operations of these suppliers are affected by man-made or natural disasters, public health crises or other business interruptions which could cause us to delay or cease development or commercialization of some or all of our medicines and drug candidates. In addition, we partially rely on our third-party research institution collaborators for conducting research and development of our drug candidates, and they may be affected by such business interruptions, government shutdowns or withdrawn funding. For example, the ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels and statutory, regulatory and policy changes. Average review times at the agency have fluctuated in recent years as a result.

In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. If a prolonged government shutdown occurs, such as occurred in October 2025, or if staffing changes prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, including formal and informal interactions with product developers, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business. Further, government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations. Without appropriation of necessary funding to federal agencies, our business operations related to our product development activities for the U.S. market could be impacted. The Trump administration has issued executive orders seeking to greatly reduce the size of the federal workforce, including through layoffs and severance packages offered to employees of federal agencies within the executive branch and independent agencies, including the FDA. Any such reduction in personnel may result in longer review times by the FDA and other agencies. In addition, U.S. state governments may seek to address or react to changes at the federal level with changes to their regulatory frameworks in a manner that could impact our operations.

Furthermore, the COVID-19 pandemic negatively impacted our business and our financial performance, and future global pandemics or other public health crises could have similar negative impacts, including delays or other disruptions to required regulatory inspections of our development activities, regulatory filings, manufacturing operations, or clinical trial recruitment and progress. Additionally, the commercial or clinical supply of our medicines and drug candidates could be negatively impacted due to reduced operations or a shutdown of our or our third-party manufacturing facilities, distribution channels and transportation systems, or shortages of raw materials and drug product. Additionally, as seen in connection with the COVID-19 pandemic, public health crises may result in significant governmental measures being implemented to control the spread of a virus, including quarantines, travel restrictions, social distancing and business shutdowns. These measures may negatively affect our business by inducing absenteeism or employee turnover, disrupting our operations, increasing the risk of a cybersecurity incident, or other business disruptions outside of our control.

Climate change manifesting as physical or transition risks, included related environmental regulation, could have a material adverse impact on our business operations, clients and customers.

The long-term effects of climate change are difficult to assess and predict. Our business and the activities of our clients and customers could be impacted by climate change. Climate change could manifest as a financial risk either through changes in the physical climate or from the process of transitioning to a low-carbon economy, including related environmental regulation of companies with respect to risks posed by climate change.

The physical impacts of climate change may include physical risks (such as rising sea levels or frequency and severity of extreme weather conditions), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and other adverse effects. The effects could impair, for example, the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require. Furthermore, related environmental regulation as a response to climate change could result in additional costs in the form of taxes and investments of capital to maintain compliance with such laws. We bear losses incurred as a result of, for example, physical damage to or destruction of our facilities, loss or spoilage of inventory, and business interruption due to weather events that may be attributable to climate change, which could materially adversely affect our business operations, financial position or results of operation.

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Product liability claims or lawsuits could cause us to incur substantial liabilities.

We face an inherent risk of product liability as a result of the commercialization of our medicines in the U.S., China, Europe and other markets, and for the clinical testing and any future commercialization of our drug candidates globally. For example, we may be sued if our medicines or drug candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the medicine, negligence, strict liability or a breach of warranties. Claims could also be asserted under applicable consumer protection acts. If we cannot successfully defend ourselves against, or obtain indemnification from our collaborators for, product liability claims, we may incur substantial liabilities or be required to limit commercialization of our medicines and drug candidates. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in: decreased demand for our medicines; injury to our reputation; withdrawal of clinical trial participants and inability to continue clinical trials; initiation of investigations by regulators; costs to defend the related litigation; a diversion of our management’s time and resources; substantial monetary awards to trial participants or patients; product recalls, withdrawals or labeling, marketing or promotional restrictions; loss of revenue; exhaustion of any available insurance and our capital resources; the inability to commercialize any medicine or drug candidate; and a decline in our share price.

Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of our medicines and drug candidates. Although we currently hold product liability coverage which we believe to be sufficient in light of our current products and clinical programs, the amount of such insurance coverage may not be adequate, and we may be unable to maintain such insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise, or we may not be able to obtain additional or replacement insurance at a reasonable cost, if at all. Our insurance policies may also have various exclusions, and we may be subject to a product liability claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Even if our agreements with any future collaborators entitle us to indemnification against losses, such indemnification may not be available or adequate should any claim arise.

We are subject to the risks and challenges of doing business globally, which may adversely affect our business operations.

Our business is subject to risks and challenges associated with doing business globally. Accordingly, our business and financial results could be adversely affected due to a variety of factors, including: changes in a specific country’s or region’s political and cultural climate or economic condition; unexpected changes in laws and regulatory requirements in local jurisdictions; challenges in replicating or adapting our company policies and procedures to operating environments different from that of the U.S.; difficulty of effective enforcement of contractual provisions in local jurisdictions; inadequate intellectual property protection in certain countries; enforcement of anti-corruption and anti-bribery laws, such as the FCPA; trade-protection measures or disputes, import or export licensing requirements, and fines, penalties or suspension or revocation of export privileges; laws and regulations on foreign investment in the U.S. under the jurisdiction of CFIUS and other agencies; the effects of applicable local tax regimes and potentially adverse tax consequences; the impact of public health crises on employees, our operations and the global economy; restrictions on international travel and commerce; and significant adverse changes in local currency exchange rates. Failure to manage these risks and challenges could negatively affect our ability to expand our businesses and operations as well as materially and adversely affect our business, financial condition and results of operations.

Future operating results could be negatively affected by changes in tax rates, the adoption of new tax legislation in the jurisdictions in which we operate, or exposure to additional tax liabilities.

The nature of our international operations subjects us to local, state, regional and national tax laws in jurisdictions around the world. Our future tax expense could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. For example, along with other recent U.S. federal tax reforms, the IRA and recently-enacted OBBBA have resulted in significant changes to the taxation of business entities including, among other changes, the imposition of a minimum tax on the book income of certain large corporations, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. Future guidance from the Internal Revenue Service and other tax authorities with respect to any legislation may affect us, and certain aspects of such legislation could be repealed or modified or sunset in future years. Additionally, tax rules governing cross-border activities are continually subject to modification intended to address concerns over base erosion and profit shifting (“BEPS”) and other perceived international tax avoidance techniques as a result of both coordinated actions by governments, such as the OECD/G20 Inclusive Framework on BEPS, and unilateral measures designed by individual countries.

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In addition, we evaluate our deferred income tax assets and record a valuation allowance if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized. The assessment of the appropriate amount of a valuation allowance against the deferred tax assets is dependent upon several factors, including estimates of the realization of deferred income tax assets, which realization will be primarily based on future taxable income, including the reversal of existing taxable temporary differences. Given our recent history of earnings, our management believes that there is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance recorded against the deferred tax assets held will be reversed. We will continue to monitor the likelihood of a reversal, and the exact timing and amount of a valuation allowance release are subject to change based on the level of profitability that we actually achieve. Moreover, if actual results differ significantly from these estimates of future taxable income, we may need to maintain the valuation allowance for all or a significant portion of our deferred tax assets. Changes in the amount of any valuation allowance could materially increase or decrease our provision for income taxes in a given period.

We have received tax rulings from various governments that have jurisdictional authority over our operations. If we are unable to meet the requirements of such agreements, or if they expire or are renewed on less favorable terms, the result could negatively impact our future earnings. Additionally, the European Commission has opened formal investigations into specific tax rulings granted by several countries to specific taxpayers. While we believe that our rulings are consistent with accepted tax ruling practices, the ultimate resolution of such activities cannot be predicted and could also have an adverse impact on future operating results.

Restrictive covenants in our facilities agreements may limit our ability to respond to changes in market conditions or pursue business opportunities.

The Facilities Agreement and our other facilities agreements contain restrictive covenants that, among other things, limit certain activities or actions, including incurring additional indebtedness or liens, dispositions of assets, making certain fundamental changes, entering into restrictive agreements, making certain investments, entering into certain joint ventures, making certain loans, advances, guarantees or acquisitions, prepaying certain indebtedness, paying dividends or making certain other distributions or redemptions/repurchases on certain equity interests, and engaging in transactions with affiliates or amending certain material documents. As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures or withstand a continuing or future downturn in our business.

In addition, the Facilities Agreement and our other facilities agreements require us to maintain certain financial ratios and to make certain required payments of principal, premium, if any, and interest. If we fail to comply with these provisions or other financial and operating covenants in such agreements, we could be in default under the terms of such agreements. In the event of such default and we were unable to cure such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, and the lenders thereunder could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets. If any of these events occurred, then our business, operating results and financial condition could be materially and adversely affected.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.

Our ability to make scheduled payments on or to refinance our indebtedness obligations depends on our financial condition and operating performance, which are subject to financial, macroeconomic, competitive and other factors, some of which may be beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

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If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and R&D expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. These alternative measures may not be successful and may not permit us to meet scheduled debt service obligations. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Also, we may not be able to consummate dispositions at such time on terms acceptable to us or at all, and the proceeds of any such dispositions may not be adequate to meet such debt service obligations. Furthermore, any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. In addition, the terms of existing or future debt instruments may restrict us from adopting some of these alternatives. For example, the Facilities Agreement may restrict our ability to dispose of assets under certain circumstances and our use of the proceeds from such disposition. Our inability to generate sufficient cash flows to satisfy our debt obligations, and resulting actions we may be forced to take or restricted from taking pursuant to our debt instruments, would have a material adverse effect on our business, results of operations, financial condition and prospects.

Risks Related to Our Doing Business in the PRC

Changes in the political and economic policies of the PRC government or in relations between China and the U.S. or other governments and the significant oversight and discretion the PRC government has over the conduct of the business operations of our PRC subsidiaries may materially and adversely affect our business, financial condition, and results of operations and may result in our inability to sustain our growth and expansion strategies.

Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in the PRC or changes in government relations between China and the U.S. or other governments. There is significant uncertainty about the future relationship between the U.S. and China with respect to trade policies, data sharing, treaties, government regulations and tariffs. China’s economy differs from the economies of other countries in many respects, including with respect to the level of development, growth rate, amount of government involvement, regulation of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past four decades, growth has been uneven across different regions and among various economic sectors. The Chinese government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government regulation over capital investments or changes in tax regulations that are currently applicable to us. In addition, in the past, the Chinese government implemented certain measures, including interest rate increases, to manage the pace of economic growth and prevent the economy from overheating. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.

The PRC government may intervene or influence our operations at any time, and has the ability to exert significant oversight and control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

The Chinese government may intervene or influence our operations at any time, or may exert control over operations of our business, which could result in a material change in our operations and/or the value of our securities. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

For example, the PRC government has indicated its intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies. If the PRC authorities attempt to exercise such control or influence through regulation over our PRC subsidiaries, we could be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely, which could adversely affect our business, results of operations and financial condition. Any such action, once taken by the PRC government, could result in a material change in our operations, and could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

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Additionally, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, in July 2021, the relevant PRC government authorities made public the Securities Opinions, which emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas listed companies.

Furthermore, in July 2021, the PRC government provided guidance on China-based companies raising capital outside of China, including through VIE structures. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC. In February 2023, the CSRC released the Overseas Listing Trial Measures and five relevant guidelines which became effective as of March 31, 2023. According to the Overseas Listing Trial Measures, where Chinese companies that have directly or indirectly listed securities in overseas markets conduct follow-on offering of equity securities in such overseas markets, they shall fulfill the filing procedures with and report relevant information to the CSRC. As the Overseas Listing Trial Measures are subject to changes and may continue to evolve, we cannot assure you that we would not be deemed as an indirect overseas listed Chinese company under the Overseas Listing Trial Measures. If we are deemed as an indirect overseas listed Chinese company but fail to complete the filing procedures with the CSRC for any of our follow-on offerings or follow relevant reporting requirements thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council. See also the section of this Annual Report titled “Part I—Item 1—Business—Government Regulation—PRC Regulation—Regulations Relating to Overseas Listing”. We are currently evaluating the implications and potential impact of the Overseas Listing Trial Measures and will continue to closely monitor the interpretation and implementation of the Overseas Listing Trial Measures. Due to our operations in China and stock listings in and outside of China, the Overseas Listing Trial Measures and any future PRC, U.S. or other rules and regulations that place restrictions on capital raising could adversely affect our business and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer our ADSs or ordinary shares to investors, and could cause the value of our ADSs or ordinary shares to significantly decline or become worthless.

In February 2023, the CSRC and other PRC governmental authorities jointly issued the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Revised Confidentiality Provisions”), which became effective as of March 31, 2023. According to the Revised Confidentiality Provisions, Chinese companies that directly or indirectly conduct overseas offerings and listings shall strictly abide by the laws and regulations on confidentiality when providing or publicly disclosing, either directly or through their overseas listed entities, materials to securities services providers. In the event such materials contain state secrets or working secrets of government agencies, the Chinese companies shall first obtain approval from authorities, and file with the secrecy administrative department at the same level with the approving authority; in the event that such materials, if divulged, will jeopardize national security or public interest, the Chinese companies shall comply with procedures stipulated by national regulations. The Chinese companies shall also provide a written statement of the specific sensitive information provided when providing materials to securities service providers, and such written statements shall be retained for inspection. The interpretation and implementation of the Revised Confidentiality Provisions may continue to evolve.

In January 2023, the National Development and Reform Commission (the “NDRC”) promulgated the Administrative Measures for Examination and Registration of Medium and Long-term Foreign Debts of Enterprises (the “Foreign Debts Measures”), which became effective as of February 10, 2023. According to the Foreign Debts Measures, overseas enterprises that have material business operations in Chinese mainland may be required to complete applications for registration of foreign debts with the NDRC prior to the borrowing of foreign debts with a term of over one year. If any of our debt financing is subject to the Foreign Debt Measures and we fail to successfully complete such registrations or obtain approval from the NDRC in a timely manner or at all, we may need to seek alternative, shorter-term financing, and our ability to finance strategic transactions may be limited, which could adversely affect our business.

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Currently, these statements and regulatory actions have had no impact on our daily business operations or our ability to accept foreign investments and list our securities on a U.S. or other foreign exchange. However, it is highly uncertain how the legislative or administrative agencies will further interpret, modify or implement such laws and regulations, or if they will promulgate any new laws or regulations, and their potential impact on our daily business operations, the ability to accept foreign investments and list our securities on a U.S., Hong Kong or other stock exchanges, and our ability to incur debt. There are still substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in practice and whether we are required to obtain any specific regulatory approvals from PRC governmental authorities for our offshore offerings. If PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for our future offshore offerings, we may be unable to obtain such approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline. Therefore, investors of our company face potential uncertainty from actions taken by the government authorities affecting our business. Any intervention by the PRC government in our operations could undermine our business plan and cause the value of an investment in the Company to significantly decline or become worthless.

Historically, there has been legislation implemented which put our ADSs at risk of potential delisting. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

The Holding Foreign Companies Accountable Act (as amended, the “HFCAA”) provides that if the SEC determines an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years beginning in 2021, the SEC shall prohibit that issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. Following the filing of our annual report on Form 10-K for fiscal year ended December 31, 2021, which was audited by Ernst & Young Hua Ming LLP, the SEC added us to its list of Commission-Identified Issuers identified under HFCAA.

However, as our global business expanded, we built substantial organizational capabilities outside of the PRC and we evaluated, designed and implemented business processes and control changes which enabled us to engage Ernst & Young LLP, located in Boston, Massachusetts, U.S., as our independent registered public accounting firm for the audits of our financial statements and internal control over financial reporting commencing for the fiscal years ended December 31, 2022 and those thereafter. We believe that this satisfies the PCAOB inspection requirements for the audit of our consolidated financial statements prior to the two-year deadline of the HFCAA. Given that Ernst and Young LLP (U.S.) has served as the principal accountant to audit our consolidated financial statements since 2022, we believe this should preclude the delisting of our ADSs from Nasdaq under HFCAA.

We may be subject to enforcement under similar legislation that may be enacted into law or executive orders that may be adopted in the future. Although we are committed to complying with the rules and regulations applicable to listed companies in the U.S., we are currently unable to predict the potential impact on our listing status by any rules that may be adopted by the SEC in the future. If we failed to comply with those rules, it is possible that our ADSs would be delisted. The risk and uncertainty associated with a potential delisting would have a negative impact on the price of our ADSs, ordinary shares and RMB Shares.

There are uncertainties regarding the interpretation and enforcement of Chinese laws, rules and regulations, and rules and regulations in China can change quickly with little advance notice.

A large portion of our operations are conducted in China through our Chinese subsidiaries. Our Chinese subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The Chinese legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

Furthermore, China’s legal system is still developing. The laws, rules and regulations are subject to interpretation and enforcement by PRC regulatory agencies and courts. In particular, on account of the relatively new implementation of certain laws, rules and regulations, the non-precedential nature of court decisions, and the discretion such laws, rules and regulations give to the relevant regulator in enforcement, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent. In addition, the legal system is based in part on government policies and rules which may quickly be amended from time to time with little advance notice. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

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China’s Foreign Investment Law and its implementing rule came into force in January 2020. The Foreign Investment Law and its implementing rules embody an expected regulatory trend to rationalize China’s foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the legal requirements for both foreign and domestic investments. There are still uncertainties with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules. For example, the Foreign Investment Law and its implementing rules provide that foreign invested entities established according to the previous laws regulating foreign investment prior to its implementation may maintain their structure and corporate governance for a five-year transition period. It is uncertain whether governmental authorities may require us to adjust the structure and corporate governance of certain of our Chinese subsidiaries in such transition period. Failure to take timely and appropriate measures to meet any of these or similar regulatory requirements could materially affect our current corporate governance practices and business operations and our compliance costs may increase significantly. In addition, the Security Review Rules embody China’s continued efforts to provide a legal regime for national security review comparable to similar procedures in other jurisdictions, such as CFIUS review in the U.S. There are still uncertainties with respect to the interpretation, implementation and enforcement of the Security Review Rules. For example, national security remains undefined and there is no clear guidance on whether the biotechnology industry requires security review and what factors the regulatory authority may consider in determining whether there are security concerns. It is difficult to evaluate the impact of the Security Review Rules on our existing investments or potential investments in China.

It may be difficult for overseas regulators to conduct investigations or collect evidence within China. In China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigations initiated outside China. According to Article 177 of the PRC Securities Law, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC territory, which may increase the difficulties you face in protecting your interests. According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or relevant competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities firms and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the U.S. may not be efficient in the absence of a mutual and practical cooperation mechanism. For risks associated with investing in us as a Swiss company, see the risk factor titled “As we are now a Swiss company, our shareholders have broader rights in certain aspects than they would have under Hong Kong law, Chinese law, U.S. law, or previously applicable Cayman Islands law. While these enhanced rights offer increased shareholder participation, our flexibility to swiftly implement certain initiatives or strategies may be limited, and situations may arise where greater flexibility could otherwise provide meaningful benefits to our shareholders.”

Any administrative and court proceedings in the jurisdictions in which we operate, including China, may be protracted, resulting in substantial costs and diversion of resources and management attention. Since administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection. These uncertainties may impede our ability to enforce the contracts we have entered and could materially and adversely affect our business, financial condition and results of operations.

In addition, the PRC government has announced its plans to enhance its regulatory oversight of China-based companies listed overseas and cross-border law enforcement cooperation. The Securities Opinions called for:

•tightening oversight of data security, cross-border data flow and administration of classified information, as well as amendments to relevant regulation to specify responsibilities of overseas listed China-based companies with respect to data security and information security;

•enhanced oversight of overseas listed companies as well as overseas equity fundraising and listing by China-based companies; and

•extraterritorial application of China’s securities laws.

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There are uncertainties with respect to the interpretation and implementation of the Securities Opinions and the Overseas Listing Trial Measures. The PRC government may promulgate relevant laws, rules and regulations to impose additional and significant obligations and liabilities on overseas listed China-based companies regarding data security, cross-border data flow, and compliance with China’s securities laws. As a company with operations in China and stock listings in and outside of China, it is uncertain whether or how these laws, rules and regulations and their interpretation and implementation may affect us. However, among other things, our ability to obtain external financing through the issuance of equity securities overseas could be adversely affected if restrictions on overseas fundraising are imposed on companies like us.

Filing or other procedures with the CSRC or other Chinese regulatory authorities may be required in connection with issuing our equity securities to foreign investors under Chinese law, and, if required, we cannot predict whether we will be able, or how long it will take us, to complete such filing or other procedures. If we fail to complete a filing with the CSRC, our future offering application may be impacted and we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council.

Numerous regulations, guidelines and other measures have been or are expected to be adopted in China under the umbrella of or in addition to the Cyber Security Law and Data Security Law. As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot assure investors that we will be able to comply with new regulatory requirements relating to our future overseas capital-raising activities outside of China and we may become subject to more stringent requirements with respect to matters including data privacy and cross-border investigation and enforcement of legal claims.

In February 2023, the CSRC released the Overseas Listing Trial Measures and five relevant guidelines, requiring Chinese companies that have already directly or indirectly offered and listed securities in overseas markets to fulfill their filing obligations and report relevant information to the CSRC within three working days after conducting a follow-on offering of equity securities on the same overseas market. The Overseas Listing Trial Measures, the relevant guidelines and their implementation may continue to evolve. We may have to go through this filing process for any follow-on offerings we conduct on Nasdaq or Hong Kong Stock Exchange. If we fail to complete a filing with the CSRC for any of our follow-on offerings, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council.

As of the date of this Annual Report, we have not received any inquiry, notice, warning or sanction regarding completing filing or other procedures in connection with offering our equity securities on Nasdaq or Hong Kong Stock Exchange from the CSRC or any other Chinese regulatory authorities that have jurisdiction over our operations. However, there remains uncertainty as to the interpretation and implementation of regulatory requirements related to securities offerings and other capital markets activities outside of China. If it is determined in the future that the filing or other procedure with the CSRC or any other regulatory authority is required for issuing our equity securities on Nasdaq or Hong Kong Stock Exchange, it is uncertain whether we will be able to and how long it would take for us to complete the filing or other procedure, despite our best efforts. If we, for any reason, are unable to complete, or experience significant delays in completing, the requisite relevant filing or other procedure(s), we may face sanctions by the CSRC or other Chinese regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of funds into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, ordinary shares, and RMB Shares. In addition, if the CSRC or other regulatory authorities later promulgate new rules requiring that we obtain their approvals or complete filing or other procedures for any future public offerings on Nasdaq or Hong Kong Stock Exchange, we may be unable to obtain a waiver of such requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such a requirement could have a material adverse effect on the trading price of our ADSs, ordinary shares, and RMB Shares.

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PRC regulations establish complex procedures for some acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

PRC regulations and rules concerning mergers and acquisitions set forth additional procedures and requirements that could make merger and acquisition activities of PRC-based companies by foreign investors more time-consuming and complex. See the risk factor titled “If we engage in acquisitions or strategic collaborations, this may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.” These rules, among others, specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire the de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review by structuring the transaction through, among other things, trusts, entrustment or contractual control arrangements. Although we believe that our business is not in an industry related to national security, we cannot preclude the possibility that the competent PRC government authorities may publish explanations contrary to our understanding or broaden the scope of such security reviews in the future, in which case our future acquisitions and investment in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Moreover, according to the Anti-Monopoly Law, the SAMR shall be notified in advance of any concentration of undertaking if certain filing thresholds are triggered. We may grow our business in part by acquiring complementary businesses in China. Complying with the requirements of the laws and regulations mentioned above and other PRC regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the SAMR, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain or expand our market share. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

In January 2021, the Foreign Investment Security Review Measures promulgated by the NDRC and the MOFCOM came into effect. Pursuant to these measures investments in military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to be approved by designated governmental authorities in advance. Official guidance for these measures has not been issued by the designated office in charge of such security review yet, therefore there are great uncertainties with respect to the interpretation and implementation of the Foreign Investment Security Review Measures, including the scope of key sectors. If any of our business operations were to fall under the foregoing categories, we would need to take further actions in order to comply with these laws, regulations and rules, which may materially and adversely affect our current corporate structure, business, financial condition and results of operations.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a holding company incorporated in Switzerland, and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any of our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Under PRC laws and regulations, our PRC subsidiaries may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign- owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Such reserve funds cannot be distributed to us as dividends until the liquidation of the enterprise. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund, or a staff welfare and bonus fund. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. As of December 31, 2025, these restricted assets totaled $2.0 billion.

Our PRC subsidiaries generate primarily all of their revenue in RMB, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their RMB revenues to pay dividends to us.

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In response to the persistent capital outflow in the PRC and RMB’s depreciation against the U.S. dollar, the People’s Bank of China (“PBOC”) and China’s State Administration of Foreign Exchange (“SAFE”) promulgated a series of measures relating to oversight of capital flow in 2016, including stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder loan repayments. The PRC government may continue to strengthen its oversight of capital flow, and more regulations and substantial vetting process may be put forward by the SAFE for cross-border transactions. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

The PRC Enterprise Income Tax Law (the “EIT Law”) and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-PRC resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of tax residency has a tax treaty with China that provides for a reduced withholding rate arrangement and such non-PRC resident enterprises constitute the beneficiary of such income.

Pursuant to an arrangement between mainland China and the Hong Kong Special Administrative Region (the “Hong Kong Tax Treaty”) and relevant tax regulations of the PRC, subject to certain conditions, a reduced withholding tax rate of 5% will be available for dividends from PRC entities provided that the recipient holds at least 25% shares of the PRC entities and can demonstrate it is a Hong Kong tax resident and it is the beneficial owner of the dividends. The China government has adopted multiple regulations which stipulate that in determining whether a non-resident enterprise has the status as a beneficial owner, comprehensive analysis shall be conducted based on the factors listed therein and the actual circumstances of the specific case shall be taken into consideration. Specifically, it expressly excludes an agent or a designated payee from being considered as a “beneficial owner.” We own the PRC subsidiaries through BeOne Medicines (Hong Kong) Co., Limited (“BeOne HK”), a company incorporated under the laws of Hong Kong on November 22, 2010 and a wholly-owned subsidiary of the Company. BeOne HK currently does not hold a Hong Kong tax resident certificate from the Inland Revenue Department of Hong Kong, and there is no assurance that the reduced withholding tax rate will be available.

We may be treated as a resident enterprise for PRC tax purposes under the EIT Law and we may therefore be subject to PRC income tax on our worldwide taxable income. Dividends payable to foreign investors and gains on the sale of our ADSs or ordinary shares by our foreign investors may become subject to PRC tax.

Under the EIT Law, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise,” meaning that it is treated in a manner similar to a Chinese enterprise for PRC enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as “management bodies that exercise substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. In addition, PRC regulations specify that certain Chinese-controlled offshore incorporated enterprises, defined as enterprises incorporated under the laws of foreign countries or territories and that have PRC enterprises or enterprise groups as their primary controlling shareholders, will be classified as resident enterprises if all of the following are located or resident in China: (i) senior management personnel and departments that are responsible for daily production, operation and management; (ii) financial and personnel decision-making bodies; (iii) key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and (iv) half or more of senior management or directors having voting rights.

Although BeOne Medicines Ltd. does not have a PRC enterprise or enterprise group as its primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of these regulations, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in the regulations to evaluate the tax residence status of BeOne Medicines Ltd. and its subsidiaries organized outside of the PRC.

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We are not aware of any offshore holding company with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we do not believe that our company or any of our overseas subsidiaries should be treated as a PRC resident enterprise. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our Swiss holding company is a resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow and we may be subject to enterprise income tax at a rate of 25% on our worldwide taxable income, as well as to PRC enterprise income tax reporting obligations. If we are deemed a PRC resident enterprise, dividends paid on our shares and any gain realized from the transfer of our ordinary shares may be treated as income derived from sources within the PRC. As a result, dividends paid to non-PRC resident enterprise ADS holders or shareholders may be subject to PRC withholding tax at a rate of 10% (or 20% in the case of non-PRC individual ADS holders or shareholders) and gains realized by non-PRC resident enterprises ADS holders or shareholders from the transfer of our ordinary shares or ADSs may be subject to PRC tax at a rate of 10% (or 20% in the case of non-PRC individual ADS holders or shareholders), which may be reduced or exempted according to relevant tax treaties between PRC and the non-PRC resident enterprise/individual ADS holders’ or shareholders’ tax resident jurisdictions.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company, or other assets attributable to a PRC establishment of a non-PRC company.

Pursuant to Chinese regulations, an “indirect transfer” of “PRC taxable assets,” including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be recharacterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, factors to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in the PRC or if its income mainly derives from the PRC; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be reported on with the enterprise income tax filing of the PRC establishment or place of business being transferred and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax at the rate of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements. Late payment of applicable tax will subject the transferor to default interest. Gains derived from the sale of shares by investors through a public stock exchange are not subject to the PRC enterprise income tax where such shares were acquired in a transaction through a public stock exchange. As such, the sale of the ADSs or ordinary shares on a public stock exchange will not be subject to PRC enterprise income tax. However, the sale of our ordinary shares or ADSs originally purchased from a stock exchange by a non-PRC resident enterprise outside a public stock exchange may be subject to PRC enterprise income tax under these regulations.

There are uncertainties as to the application of these regulations, which may be determined by the tax authorities to be applicable to sale of the shares of our offshore subsidiaries or investments where PRC taxable assets are involved. The transferors and transferees may be subject to the tax filing and withholding or tax payment obligation, while our PRC subsidiaries may be requested to assist in the filing. Furthermore, we, our non-resident enterprises and PRC subsidiaries may be required to spend valuable resources to comply with these regulations or to establish that we and our non-resident enterprises should not be taxed under these regulations, for our previous and future restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. If the PRC tax authorities make adjustments to the taxable income of the transactions under these regulations, our income tax costs associated with such potential acquisitions or disposals will increase, which may have an adverse effect on our financial condition and results of operations.

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Regulations on currency exchange may limit our ability to utilize our revenue effectively.

The PRC government exerts oversight on the conversion of RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC. A portion of our revenue is denominated in RMB. Shortages in availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign currency denominated obligations. The RMB is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. Since a portion of our revenue is denominated in RMB, any existing and future regulations on currency exchange may limit our ability to utilize revenue generated in RMB to fund our business activities outside of the PRC or pay dividends in foreign currencies to holders of our ordinary shares and the ADSs. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities or designated banks. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

Our business benefits from certain financial incentives and discretionary policies granted by local governments. Expiration of, or changes to, these incentives or policies would have an adverse effect on our results of operations.

Local governments in the PRC have granted certain financial incentives from time to time to our PRC subsidiaries as part of their efforts to encourage the development of local businesses. The timing, amount and criteria of government financial incentives are determined within the discretion of the local government authorities and cannot be predicted with certainty before we actually receive any financial incentive. We generally do not have the ability to influence local governments in making these decisions. Local governments may decide to reduce or eliminate incentives at any time. In addition, some of the government financial incentives are granted on a project basis and subject to the satisfaction of certain conditions, including compliance with the applicable financial incentive agreements and completion of the specific project therein. We cannot guarantee that we will satisfy all relevant conditions, and if we do so we may be deprived of the relevant incentives. We cannot assure you of the continued availability of the government incentives currently enjoyed by us. Any reduction or elimination of incentives would have an adverse effect on our results of operations.

Any failure to comply with PRC regulations regarding our employee equity plans and investments in offshore companies by PRC residents may subject the PRC plan participants and PRC-resident beneficial owners or us to fines and other legal or administrative sanctions.

We and our directors, executive officers and other employees who are PRC residents have participated in our employee equity plans. We are an overseas listed company, and therefore, we and our directors, executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year and who have been granted restricted share units, restricted shares, options or other forms of equity incentives or rights to acquire equity are subject to the PRC regulations, according to which, employees, directors, supervisors and other management members participating in any share incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, are required to register with the SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. We also face regulatory uncertainties that could restrict our ability to adopt additional equity incentive plans for our directors and employees under PRC law. Moreover, failure to comply with the various foreign exchange registration requirements could result in liability under PRC law for circumventing applicable foreign exchange restrictions.

The pharmaceutical industry in China is highly regulated, and such regulations are subject to change, which may affect approval and commercialization of our medicines and drug candidates.

A large portion of our business is conducted in China. The pharmaceutical industry in China is subject to comprehensive government regulation and supervision, encompassing the approval, registration, manufacturing, packaging, licensing and marketing of new medicines. In recent years, the regulatory framework in China for pharmaceutical companies has undergone significant changes, which we expect will continue. While we believe our strategies regarding research, development, manufacturing and commercialization in China are aligned with the Chinese government’s policies, they may in the future diverge, requiring a change in our strategies. Any such change may result in increased compliance costs on our business or cause delays in or prevent the successful research, development, manufacturing or commercialization of our drug candidates or medicines in China and reduce the current benefits we believe are available to us from developing and manufacturing medicines in China.

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Chinese authorities have become increasingly active in enforcing laws affecting the pharmaceutical industry. Specifically, Chinese authorities have recently increased anti-bribery efforts to address improper payments and other benefits received by physicians, staff and hospital administrators in connection with the sales, marketing and purchase of pharmaceutical products. Any failure by us or our partners to maintain compliance with applicable laws and regulations or obtain and maintain required licenses and permits may result in the suspension or termination of our business activities in China. Reports of what have come to be viewed as significant quality-control failures by Chinese vaccine manufacturers have led to enforcement actions against officials responsible for implementing national reforms favorable to innovative drugs (such as ours). This macro-industry event could cause state or private resources to be diverted away from fostering innovation and be redirected toward regulatory enforcement, which could adversely affect our research, development, manufacturing and commercialization activities and increase our compliance costs.

Risks Related to Our Ordinary Shares, ADSs, and RMB Shares

The trading prices of our ordinary shares, ADSs, and/or RMB Shares can be volatile, which could result in substantial losses to you.

The trading price of our ordinary shares, ADSs, and/or RMB Shares can be volatile and fluctuate widely in response to a variety of factors, many of which are beyond our control, including: announcements of regulatory approval or a complete response letter, or specific label indications or patient populations for its use, or changes or delays in the regulatory review process; announcements of therapeutic innovations, new products, acquisitions, strategic relationships, joint ventures or capital commitments by us or our competitors; adverse actions taken by regulatory agencies with respect to our clinical trials, manufacturing supply chain or sales and marketing activities; any adverse changes to our relationship with manufacturers or suppliers; the results of our testing and clinical trials; the results of our efforts to acquire or license additional medicines or drug candidates; variations in the level of expenses related to our existing medicines and drug candidates or preclinical, clinical development and commercialization programs; any intellectual property infringement actions in which we may become involved; announcements concerning our competitors or the pharmaceutical industry in general; the performance and fluctuation of the market prices of other companies with significant business operations in China that have listed their securities in Hong Kong, Shanghai or the U.S.; fluctuations in product revenue, sales and marketing expenses and profitability; manufacture, supply or distribution shortages; variations in our results of operations; announcements about our results of operations that are not in line with analyst or investor expectations, the risk of which is enhanced because it is our policy not to give guidance on results of operations; publication of operating or industry metrics by third parties, including government statistical agencies, that differ from expectations of industry or financial analysts; changes in financial estimates by securities research analysts; media reports, whether or not true, about our business, our competitors or our industry; additions to or departures of our management; fluctuations of exchange rates between the RMB, the U.S. dollar and Hong Kong dollar; release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares, ADSs or RMB Shares; sales or perceived potential sales of additional ordinary shares, ADSs or RMB Shares by us, our executive officers and directors or our shareholders; general economic and market conditions and overall fluctuations in the U.S., Hong Kong or Shanghai equity markets; changes in accounting principles; trade disputes or U.S.-China government relations; and changes or developments in the U.S., PRC, the EU or global regulatory environment.

In addition, the stock market, in general, and pharmaceutical and biotechnology companies, in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our ordinary shares, ADSs, and/or RMB Shares, regardless of our actual operating performance.

The characteristics of capital markets in the U.S., Hong Kong and Shanghai are different, which may cause volatility in the market price of our ordinary shares, ADSs, and RMB Shares.

Our ordinary shares are listed on the HKEx in Hong Kong under the stock code “06160”, our ADSs are listed on Nasdaq in the U.S. under the symbol “ONC”, and our RMB Shares are listed on the STAR Market in the PRC under the stock code “688235”. Under current PRC laws and regulations, our ADSs and ordinary shares listed on Nasdaq and the HKEx are not interchangeable or fungible with the RMB Shares listed on the STAR Market, and there is no trading or settlement between either Nasdaq or the HKEx on the one hand, and the STAR Market on the other hand. The three markets have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these major differences, the trading prices of our ordinary shares, ADSs, and RMB Shares might not be the same, even allowing for currency differences. Fluctuations in the price of our ADSs due to circumstances peculiar to its home capital market could materially and adversely affect the price of the ordinary shares and/or RMB Shares, and vice versa. Because of the different characteristics of the U.S., Hong Kong and Shanghai equity markets, the historic market prices of our ordinary shares, ADSs, and RMB Shares may not be indicative of the performance of our securities going forward.

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We may be subject to securities litigation, which is expensive and could divert management attention.

Companies that have experienced volatility in the volume and market price of their shares have been subject to an increased incidence of securities class action litigation, particularly in our industry in recent years. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or reputational harm and divert our management’s attention from other business concerns, and, if adversely determined, could have a material adverse effect on our business, financial condition, and results of operations.

Future sales of our ordinary shares, ADSs, and/or RMB Shares in the public market could cause the ordinary share, ADS, and/or RMB Share price to fall.

The price of our ordinary shares, ADSs, and/or RMB Shares could decline as a result of sales of a large number of the ordinary shares, ADSs, and/or RMB Shares or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of February 13, 2026, 1,442,259,810 ordinary shares, par value $0.0001 per share, were outstanding, of which 714,971,127 ordinary shares were held in the form of 54,997,779 ADSs, each representing 13 ordinary shares, and 115,055,260 were RMB Shares.

We filed a registration statement on Form S-3 with the SEC on behalf of certain shareholders on May 9, 2023, as amended by the Post-Effective Amendment No. 1 filed with the SEC on May 27, 2025, registering 183,209,748 ordinary shares, including 128,104,537 ordinary shares in the form of 9,854,195 ADSs to be resold by the selling shareholders identified therein and in any related prospectus supplement from time to time. Amgen also has specified registration rights pursuant to its share purchase agreement. Furthermore, we have registered or plan to register the offer and sale of all securities that we have issued and may issue in the future under our equity compensation plans, including upon the exercise of share options and vesting of restricted share units and under our employee share purchase plan. If these additional securities are sold, or if it is perceived that they will be sold, in the public market, the trading price of our ordinary shares, ADSs and/or RMB Shares could decline.

In addition, in the future, we may issue additional ordinary shares, ADSs, RMB Shares, or other equity or debt securities convertible into ordinary shares, ADSs, or RMB Shares, in connection with a financing, acquisition, license, litigation settlement, employee arrangements or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and could cause the ordinary share, ADS, and/or RMB Share price to decline.

The triple listing of our ADSs, ordinary shares and RMB Shares may adversely affect the liquidity and value of our ADSs, ordinary shares and/or RMB Shares and lead to increased compliance obligations and costs.

Our ADSs are traded on Nasdaq, our ordinary shares maintained on our Swiss share register in Switzerland and Hong Kong share register in Hong Kong, are traded on the HKEx, and our RMB Shares are traded on the STAR Market. The triple listing of our ADSs, ordinary shares and RMB Shares may dilute the liquidity of these securities in one or all three markets and may adversely affect the maintenance of an active trading market for ADSs in the U.S., the ordinary shares in Hong Kong, and/or the RMB Shares in the PRC. The price of our ADSs, ordinary shares and/or RMB Shares could also be adversely affected by trading of our securities on other markets. We may decide at some point in the future to delist our securities from one or more of the stock exchanges where they are currently traded, subject to our shareholders’ approval if required. We cannot predict the effect such delisting of our securities from one or more of the stock exchanges would have on the market price of our securities on the other stock exchanges. Additionally, the listing and trading of our equity securities in multiple jurisdictions and multiple markets have resulted in increased compliance obligations and costs for us, and we may face the risk of significant intervention by regulatory authorities in these jurisdictions and markets, such as inquiries, investigations, enforcement actions and other regulatory proceedings by regulatory authorities. In addition, we may be subject to securities litigation filed with the courts in China by investors with respect to RMB Shares traded on the STAR Market.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the ordinary shares, ADSs and/or RMB Shares for return on your investment.

We intend to retain most, if not all, of our available funds and earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ordinary shares, ADSs and/or RMB Shares as a source for any future dividend income.

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Any future distribution of dividends will be subject to approval by shareholders at a general meeting based on a proposal by the board of directors in accordance with Swiss law. The proposal by the board of directors to shareholders to approve a declaration of a dividend will depend, among other things, upon then existing conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects and other factors deemed relevant by our board of directors.

Even if our board of directors decides to propose to shareholders to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend, among other things, on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual and regulatory restrictions, and other factors deemed relevant by our board of directors. In addition, payment of future dividends, if any, is subject to certain limitations pursuant to Swiss law or by our Swiss articles of association (as may be amended from time to time) (the “Swiss Articles”). Accordingly, the return on your investment in our ordinary shares, ADSs and/or RMB Shares will likely depend entirely upon any future price appreciation of our ordinary shares, ADSs and/or RMB Shares. There is no guarantee that our ordinary shares, ADSs and/or RMB Shares will appreciate in value or even maintain the price at which you purchased our ordinary shares, ADSs and/or RMB Shares. You may not realize a return on your investment in our ordinary shares, ADSs and/or RMB Shares and you may even lose your entire investment in our ordinary shares, ADSs and/or RMB Shares.

If securities or industry analysts do not continue to publish research, or publish inaccurate or unfavorable research about our business, the market price for the ordinary shares, ADSs and/or RMB Shares and trading volume could decline.

The trading market for our ordinary shares, ADSs and RMB Shares relies in part on the research and reports that equity research analysts publish about us or our business. We do not control these analysts. If research analysts do not maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ordinary shares, ADSs and/or RMB Shares or publishes inaccurate or unfavorable research about our business, the market price for our ordinary shares, ADSs and/or RMB Shares would likely decline. Historically, we are aware of instances in which analysts have published inaccurate research about our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares, ADSs and/or RMB Shares to decline significantly.

As we are now a Swiss company, our shareholders have broader rights in certain aspects than they would have under Hong Kong law, Chinese law, U.S. law, or previously applicable Cayman Islands law. While these enhanced rights offer increased shareholder participation, our flexibility to swiftly implement certain initiatives or strategies may be limited, and situations may arise where greater flexibility could otherwise provide meaningful benefits to our shareholders.

We are now a corporation (Aktiengesellschaft) organized under Swiss law. Our corporate affairs are governed by Swiss Articles, our organizational regulations (as may be amended from time to time), and the laws of Switzerland, in particular the Swiss Code of Obligations (Obligationenrecht).

Under Swiss law, shareholder rights are broader than those under Cayman Islands law previously applicable to us before the Continuation. Swiss law reserves for approval by shareholders certain corporate actions over which a board of directors would have authority in some other jurisdictions. For example, shareholder approval is required for all dividend distributions, subject to the Company having sufficient distributable reserves. The board of directors cannot unilaterally declare dividends, unlike under Hong Kong, Delaware, or Cayman Islands law, which give the board of directors discretion to directly declare dividends, providing more flexibility. Actions for which our shareholders must vote will require that we file a proxy statement with the SEC and convene a shareholders' meeting that could delay the timing to execute such actions.

Furthermore, under Swiss law, a staggered or classified board is not permitted and all directors are elected or re-elected annually, which could increase board turnover and potentially reduce continuity and stability in management. Under Hong Kong, Delaware, and Cayman Islands law, staggered boards are allowed, which may provide greater stability. These and other Swiss law requirements could limit our flexibility to swiftly implement certain initiatives or strategies that could otherwise provide meaningful benefits to our shareholders.

As we are a Swiss company, our shareholders may face difficulties in enforcing their interests.

As we are a Swiss company, our shareholders may not have standing to initiate a derivative action in a Hong Kong, mainland China, or U.S. federal court. As a result, shareholders may be limited in their ability to protect their interests if they are harmed in a manner that would otherwise enable them to sue in a Hong Kong, mainland China, or U.S. federal court.

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Some of our directors and executive officers reside outside of Hong Kong and the U.S. and a substantial portion of their assets are located outside of Hong Kong and the U.S. As a result, it may be difficult or impossible for shareholders to bring an action against us or against these individuals in Hong Kong or in the U.S. in the event that shareholders believe that their rights have been infringed under the securities laws of Hong Kong, the U.S. or otherwise. In addition, some of our directors and executive officers reside outside of China. To the extent our directors and executive officers reside outside of China or their assets are located outside of China, it may not be possible for investors to effect service of process upon us or our management domiciled in China. Even if shareholders are successful in bringing an action, the laws of Switzerland and China may render them unable to enforce a judgment against our assets or the assets of our directors and officers. Swiss courts may recognize judgments obtained in the U.S., Hong Kong, or mainland China under certain conditions, but may not fully enforce punitive damages awarded.

The enforceability in Switzerland of a foreign judgment rendered against the Company or our directors and officers is subject to applicable international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. A foreign judgment may only be enforced in Switzerland if the foreign court had jurisdiction, such judgment became final and non-appealable, the court procedures leading to such judgment following the due process of law (including proper service of process), and such judgment does not violate Swiss legal principles of public policy. We have been advised that the U.S. and Switzerland currently do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Some remedies available under the laws of U.S. jurisdictions, including under U.S. federal securities laws, may not be recognized in Swiss courts as they are contrary to Swiss public policy.

In view of the above, our shareholders may have more difficulty protecting their interests regarding actions taken by management or members of the board of directors, compared to shareholders of a Hong Kong company, a Chinese company, or a U.S. company

Voting rights of our ADS holders are limited by the terms of the deposit agreement. The depositary for the ADSs will give us a discretionary proxy to vote the ordinary shares underlying our ADS holders’ ADSs if they do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect their interests.

Holders of our ADSs may exercise their voting rights with respect to the ordinary shares underlying their ADSs only in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from ADS holders in the manner set forth in the deposit agreement, the depositary for the ADSs will endeavor to vote the holder’s underlying ordinary shares in accordance with these instructions. Under the Swiss Articles, the minimum notice period required for convening an annual general meeting or an extraordinary general meeting is 21 calendar days. When a general meeting is convened, ADS holders may not receive sufficient notice of a shareholders’ meeting to permit them to withdraw their ordinary shares to allow them to cast their vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to ADS holders or carry out their voting instructions in a timely manner. We will make reasonable efforts to cause the depositary to extend voting rights to our ADS holders in a timely manner, but our ADS holders may not receive the voting materials in time to ensure that they can vote or instruct their agent to vote their shares.

Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, ADS holders may not be able to exercise their right to vote and they may lack recourse if the ordinary shares underlying their ADSs are not voted as they requested.

Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote the ordinary shares underlying ADS holders’ ADSs at shareholders’ meetings if such holders do not give voting instructions to the depositary, unless we have failed to timely provide the depositary with our notice of meeting and related voting materials, we have instructed the depositary that we do not wish a discretionary proxy to be given, we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting, or a matter to be voted on at the meeting would have a material adverse impact on shareholders.

The effect of this discretionary proxy is that, if ADS holders fail to give voting instructions to the depositary, they cannot prevent the ordinary shares underlying their ADSs from being voted, absent the situations described above, and it may make it more difficult for such ADS holders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.

Anti-takeover provisions in our constitutional documents may discourage our acquisition by a third party, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our Swiss Articles include provisions that could limit the ability of others to acquire control of our Company, which could discourage third parties from seeking to obtain control in a tender offer or similar transaction, which may deprive our shareholders of an opportunity to sell their shares, at a premium over prevailing market prices.

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For example, in new share issuances, our board of directors has the authority, without further action by our shareholders, to limit or withdraw subscription rights of existing shareholders and allocate such rights to third parties, the Company, or its group companies for various reasons, including raising equity capital quickly, acquiring enterprises or products, expanding the shareholder base, or defending against a takeover bid.

Further, our Swiss Articles require a majority of all shares entitled to vote at the relevant general meeting of shareholders to pass resolutions on the removal of board members during their one-year term of office. This threshold makes it difficult for a potential acquirer to remove existing directors during their one-year term and replace them with their own nominees.

Our Swiss Articles designate specific courts as the exclusive forum for certain disputes initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us, our directors, officers, or other employees.

Our Swiss Articles provide that our place of incorporation in Basel, Switzerland will be the exclusive forum for any disputes arising under, out of, in connection with, or related to the corporate relationship. As a result, any derivative action or proceeding brought on behalf of us asserting a claim of breach of a fiduciary duty owed by any director or officer of us to the Company and our shareholders, can only be brought in the courts of Basel, Switzerland. Our Swiss Articles further state that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”) and provide that any person or entity purchasing or otherwise acquiring any interest in any of our securities is bound by these provisions; provided, however, that shareholders cannot and will not be deemed to have waived our compliance with U.S. federal securities laws and rules and regulations thereunder.

These provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits.

Holders of ADSs may be subject to limitations on transfer of their ADSs.

ADSs are transferable only on the books of the depositary. However, the depositary may close its books at any time it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of ADSs when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, under any provision of the deposit agreement or for any other reason, subject to ADS holders’ right to cancel their ADSs and withdraw the underlying ordinary shares. Temporary delays in the cancellation of ADSs and withdrawal of the underlying ordinary shares may arise because the depositary has closed its books or we have closed our books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares.

In addition, holders of ADSs may not be able to cancel their ADSs and withdraw the underlying ordinary shares when they owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

The depositary for the ADSs is entitled to charge holders fees for various services, including annual service fees.

The depositary for the ADSs is entitled to charge holders fees for various services, including for the issuance of ADSs upon deposit of ordinary shares, cancellation of ADSs, distributions of cash dividends or other cash distributions, distributions of ADSs pursuant to share dividends or other free share distributions, distributions of securities other than ADSs, registration of ADS transfers, conversion of ADSs of one series for ADSs of another series, and annual service fees. In the case of ADSs issued by the depositary into The Depository Trust Company (“DTC”), the fees will be charged by the DTC participant to the account of the applicable beneficial owner in accordance with the procedures and practices of the DTC participant as in effect at the time.

Dealings in ordinary shares registered in our Hong Kong register of members will be subject to Hong Kong stamp duty. There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of the ADSs.

In connection with our Hong Kong public offering in 2018, we established a branch register of members in Hong Kong (the “Hong Kong share register”). Our ordinary shares that are traded on the HKEx, including those that may be converted from ADSs, are registered on the Hong Kong share register, and the trading of these ordinary shares on the HKEx are subject to Hong Kong stamp duty. To facilitate ADS to ordinary share conversion and trading between Nasdaq and the HKEx, we moved a portion of our issued ordinary shares from our Cayman share register to our Hong Kong share register.

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Under the Hong Kong Stamp Duty Ordinance, any person who effects a sale or purchase of Hong Kong stock, defined as stock the transfer of which is required to be registered in Hong Kong, is required to pay Hong Kong stamp duty. The stamp duty is currently set at a total rate of 0.2% of the greater of the consideration for, or the value of, shares transferred, with 0.1% payable by each of the buyer and the seller.

To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of companies that are listed in both the U.S. and Hong Kong and that have maintained all or a portion of their ordinary shares, including ordinary shares underlying ADSs, in their Hong Kong share registers. However, it is unclear whether, as a matter of Hong Kong law, the trading or conversion of ADSs of these dual-listed companies constitutes a sale or purchase of the underlying Hong Kong registered ordinary shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this matter. If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of the ADSs, the trading price and the value of your investment in our ADSs or ordinary shares may be affected.

Holders of ADSs may not receive distributions on our ordinary shares or any value for them if it is illegal or impractical to make them available.

The depositary of the ADSs has agreed to distribute to ADS holders the cash dividends or other distributions it or the custodian for the ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. ADS holders will receive these distributions in proportion to the number of our ordinary shares that their ADSs represent. However, the depositary is not responsible for making such distributions if it is unlawful or impractical. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act, but that are not registered or distributed pursuant to an exemption from registration. The depositary is not responsible for making a distribution available to holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. This means that holders of ADSs may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them. These restrictions may materially reduce the value of our ADSs.

Holders of ADSs may not be able to participate in rights offerings and may experience dilution of their holdings.

From time to time, we may distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to try to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

Our corporate actions are substantially controlled by our directors, executive officers and other principal shareholders, who can exert significant influence over important corporate matters, which may reduce the price of our ordinary shares, ADSs, and/or RMB Shares and deprive shareholders of an opportunity to receive a premium for their ordinary shares, ADSs, and/or RMB Shares.

Our directors, executive officers and principal shareholders beneficially owned approximately 37% of our outstanding ordinary shares as of February 13, 2026. These shareholders, if acting together, could exert substantial influence over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of our ordinary shares, ADSs, and/or RMB Shares. These actions may be taken even if they are opposed by our other shareholders. In addition, these persons could divert business opportunities away from us to themselves or others.

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We may be a passive foreign investment company in future taxable years, which may have adverse U.S. federal income tax consequences for U.S. shareholders.

A non-U.S. corporation will be classified as a “passive foreign investment company” (a “PFIC”) for any taxable year if either (1) 75% or more of its gross income consists of certain types of passive income or (2) 50% or more of the average quarterly value of its assets during such year produce or are held for the production of passive income. Based upon the composition of our income and assets, we believe that we were not a PFIC for the taxable year ended December 31, 2025. Nevertheless, because our PFIC status must be determined annually with respect to each taxable year and will depend on the composition and character of our assets and income, including our use of proceeds from any equity offerings, and the value of our assets (which may be determined, in part, by reference to the market value of our ADSs and ordinary shares, which may be volatile) over the course of such taxable year, we may be a PFIC in any taxable year. The determination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets and the cash raised in equity offerings. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. In addition, it is possible that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive, which may result in our being or becoming a PFIC in the current or subsequent years.

If we are a PFIC for any taxable year during a U.S. shareholder’s holding period of the ordinary shares or ADSs, then such U.S. shareholder may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the ordinary shares or ADSs and on the receipt of distributions on the ordinary shares or ADSs to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules. In addition, such holders may be subject to burdensome reporting requirements.

Further, if we are classified as a PFIC for any year during which a U.S. shareholder holds our ordinary shares or ADSs, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. shareholder holds such ordinary shares or ADSs. Each U.S. shareholder should consult its tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership and disposition of the ordinary shares and ADSs.

If you are a “Ten Percent Shareholder,” you may be subject to adverse U.S. federal income tax consequences if we are classified as a Controlled Foreign Corporation.

Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a “controlled foreign corporation” (“CFC”), for U.S. federal income tax purposes is generally required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s “Subpart F income” and investment of earnings in U.S. property, even if the CFC has made no distributions to its shareholders. Each Ten Percent Shareholder is also required to include in gross income its “global intangible low-taxed income,” which is determined by reference to the income of CFCs of which such Ten Percent Shareholder is a Ten Percent Shareholder. Ten Percent Shareholders that are corporations may be entitled to a deduction equal to the foreign portion of any dividend when a dividend is paid. A non-U.S. corporation will generally be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own in the aggregate, directly or indirectly, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a U.S. person (as defined by the Internal Revenue Code of 1986, as amended), who owns or is considered to own 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% of the value of all classes of stock of such corporation. The determination of CFC status is complex and includes attribution rules, the application of which is not entirely certain.

Although we believe we are not a CFC now, we may become one or own interests in one in the future. Holders are urged to consult their own tax advisors with respect to our potential CFC status and the consequences thereof.

Risks Related to Our Continuation to Switzerland

Your rights as a shareholder changed following the Continuation.

Effective May 27, 2025, we changed our jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (such transaction, the “Continuation”). Because of differences in Swiss law and Cayman Islands law and certain changes that were made to our governing documents in connection with the Continuation, your rights as a shareholder have changed. For a description of these differences, see “Proposal No. 1: Approval of the Continuation — Comparison of Shareholder Rights” in the proxy statement/prospectus filed with the SEC on March 10, 2025.

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As a Swiss corporation, our flexibility will be limited with respect to certain aspects of capital management.

Swiss law regulates a corporation’s ability to hold, purchase or repurchase its own shares. We and our subsidiaries may only purchase or repurchase our own shares (the “treasury shares”) to the extent that sufficient freely available equity is available. The aggregate par value of the treasury shares may not exceed 10% of our stated share capital, unless our shareholders authorize (including through the capital band) our board of directors to purchase or repurchase our registered shares in an amount in excess of 10% and the treasury shares are dedicated for cancellation to effect a capital reduction.

Swiss law allows our shareholders to authorize the board of directors to issue shares without additional shareholder approval, but this authorization is limited to (i) 50% of our stated share capital (among other things, for the issuance of shares in connection with an acquisition or to raise new equity capital, subject to compliance with shareholders’ preemptive rights, unless withdrawn for the reasons specified in the Swiss Articles) (the “capital band”), and (ii) an additional 20% of our stated share capital for the issuance of shares in connection with convertible or similar financial instruments and our equity incentive plans (the “conditional share capital”). The authority of the board of directors to issue shares based on the capital band must be renewed by our shareholders every five years. The Swiss Articles provide for a capital band authorizing the board of directors to issue or increase the nominal value of up to 770,487,949 shares or to cancel or reduce the nominal value of up to 154,097,590 shares up until April 28, 2029. After April 28, 2029, the capital band will only be available to the board of directors for issuance or cancellation of registered shares if a renewed authorization is approved by shareholders.

Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance subscription rights to subscribe for convertible and similar financial instruments. Preemptive rights and advance subscription rights may be limited or withdrawn only for valid reasons. In connection with share issuances based on the capital band and the conditional share capital, the preemptive rights and the advance subscription rights may only be limited or withdrawn for the reasons specified in the Swiss Articles.

In comparison to Cayman Islands law, Swiss law does not provide as much flexibility in the various terms that can attach to different classes of shares. Further, Swiss law also reserves for approval by shareholders many corporate actions, including the declaration and approval of dividends under certain circumstances. While we do not believe that the differences between Cayman Islands law and Swiss law relating to our capital management will have an adverse effect on our company, Swiss law requirements may limit our flexibility to swiftly implement certain initiatives or strategies and situations may arise where greater flexibility would have provided substantial benefits to our shareholders.

The Continuation has resulted in and may continue to result in additional direct and indirect costs.

The Continuation has resulted in and may continue to result in additional direct costs. Following the Continuation, we expect to hold a large portion of meetings of our board of directors, management strategy meetings as well as our annual general meetings in Basel. We also plan to continue expanding our physical presence in Switzerland. With that, we will further strengthen our presence in Switzerland. We will incur additional costs and expenses, primarily Swiss tax and professional fees, to comply with Swiss corporate and tax laws. We may continue to experience indirect costs if management and employees’ attention is diverted from our business or if the administrative complexity associated with the new structure leads to increased administrative costs and expenses.

If you fail to make a required tax filing, the Continuation could result in adverse tax consequences for you.

Depending on your circumstances, you may be required to make a filing with the U.S. Internal Revenue Service or your respective tax authority, as a result of the change of our place of incorporation. Failure to make this filing on a timely basis could result in your owing taxes because of the Continuation, even though you will not have realized any income or liquidity as a result of the Continuation. For a more detailed description of the tax consequences associated with the Continuation, see “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — United States Tax Considerations” in the proxy statement/prospectus filed with the SEC on March 10, 2025.

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You may be subject to Swiss withholding taxes on the payment of dividends.

Under current Swiss law, distributions made out of capital contribution reserves recognized by the Swiss Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax. We had qualifying capital contribution reserves in the amount of approximately US$11-12 billion available for distribution not subject to Swiss withholding tax as of the effective date of the Continuation. However, there can be no assurances that the Swiss withholding rules will not change in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration. Further, over the long term, the amount of qualifying contribution reserves available may be limited. If we are unable to make a distribution out of qualifying capital contribution reserves, then any dividends paid will generally be subject to a Swiss withholding tax at a rate of 35%. The withholding amount tax must be withheld from the gross dividend distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the U.S. and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, (the “U.S.-Swiss Treaty”) may apply for a refund of the tax amount withheld in excess of the U.S.-Swiss Treaty 15% rate (or for a full refund in the case of qualified pension funds, or a refund in excess of the 5% U.S.-Swiss Treaty rate if you are a corporate shareholder that directly holds at least 10% of our share capital). A shareholder domiciled in China that qualifies for benefits under the Agreement between the Government of the People’s Republic of China and the Swiss Federal Council for the Avoidance of Double Taxation with Respect to Taxes on Income and on Capital (the “PRC-Swiss Treaty”) may apply for a refund of the tax amount withheld in excess of the 10% or 5% PRC-Swiss Treaty rate (as applicable). A Hong Kong shareholder that qualifies for benefits under the Agreement between the Government of the Hong Kong Special Administrative Region of the People’s Republic of China and the Swiss Federal Council for the Avoidance of Double Taxation with respect to Taxes on Income (the “Hong Kong-Swiss Treaty”) may apply for a refund of the tax amount withheld in excess of the 10% Hong Kong-Swiss Treaty rate (or a full refund in the case of specific qualified persons, including a pension fund or a corporate shareholder that directly holds at least 10% our share capital). Subject to applicable laws and regulations, this may also apply to other shareholders entitled to a dividend withholding tax rate lower than the Swiss withholding tax rate under tax treaties between the shareholders’ own tax residency jurisdictions and Switzerland. Switzerland currently has concluded more than 100 tax treaties with the same treatment regarding the refund of Swiss withholding taxes.

Under current Swiss law, share repurchases for capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value plus qualifying capital contributions reserves and the repurchase price, irrespective of the shareholder’s tax residency. Share repurchases for purposes other than capital reduction, such as for retention as treasury shares for use in connection with equity incentive plans, convertible debt, similar instruments or acquisitions, will not be subject to the 35% Swiss withholding tax, irrespective of the tax residency of the shareholder, provided the total treasury shares do not exceed 10% or 20% (as applicable) of the share capital. Any portion of the share repurchase price attributable to par value or qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration will not be subject to the 35% Swiss withholding tax. See “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation” in the proxy statement/prospectus filed with the SEC on March 10, 2025.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

We recognize the importance of safeguarding the security of our computer systems, software, networks, and other technology assets. Our cybersecurity efforts are aimed at preserving the confidentiality, integrity, and continued availability of information under our ownership or care with the aim to continually improve security features in order to keep pace with the evolving cyber threat landscape.

Overview of Cybersecurity Risk Management and Strategy

Our cybersecurity risk identification, assessment and management process is a critical part of our overall enterprise risk management (“ERM”) system. Within our ERM program, we adhere to our Information Security Management System Policy (“ISMS Policy”) which is aimed at providing guidelines to monitor, review and continually improve our Information Security Management System (“ISMS”). Our ISMS is informed by ISO/IEC 27001:2022 standards and is operated based on an action model that identifies information security missions and objectives, including improvement measures to achieve continuous optimization. Our Cybersecurity Incident Response Plan (“CIRP”) is a critical component of our cybersecurity incident identification and management process, which, along with our incident response team, is designed to guide our response to potential cybersecurity incidents effectively and efficiently. Our ISMS Policy, ISMS and CIRP are all internal processes we use to assess, identify and manage material risks from cybersecurity threats.

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We also utilize external partnerships to help protect the Company from cybersecurity threats. This combination of people, processes and technology assist us to proactively manage and mitigate threats to our information technology environment. We have controls in place to defend against risks associated with cyber-attacks impacting our operations, compliance and financial reporting objectives. We are externally audited and certified under ISO 27001:2022 and additionally assessed yearly according to National Institute of Standards and Technology (“NIST”) guidelines. Our external partners also evaluate our cybersecurity maturity and coverage as part of their services and keep us informed of emerging global threats.

We conduct a Testing, Training & Exercise program to test, sustain and refine our ability to respond to cybersecurity incidents in accordance with the best practices. We also maintain an information security training program for our employees.

Our Third-Party Security Management Standard provides a framework for managing third-party information security risks and defines controls to minimize risks to the Company. It applies to third parties who have access to or process Company information. This framework includes processes for conducting, as appropriate, due diligence, risk assessment and planning, contract management, access control, ongoing monitoring, and possible service termination of, or changes to the third-party as part of the selection and management process.

We have implemented a Threat Intelligence function that informs of external cyber threats which allows us to proactively protect the Company and to allow us to improve the speed of our vulnerability management capabilities.

To date, cybersecurity threats have not materially affected us, our business strategy, results of operations or financial condition. Similar to other companies, we and our third-party vendors have and will continue to experience threats to our systems and data.

Board Oversight of Risks from Cybersecurity Threats

The Board of Directors (“Board”) oversees risk management related to the operation of the business and corporate functions as well as the implementation of business strategy. Our Board has delegated to the Audit Committee oversight of risk management, which includes risks from cybersecurity threats. We routinely review critical elements of our cybersecurity policies and program with the Audit Committee.

The management team – including our Chief Information Security Officer (“CISO”) – provides reports on a quarterly basis to the Audit Committee which cover cybersecurity and other information technology risks affecting the Company. Such reports are typically provided at an Audit Committee meeting and enable Audit Committee members to ask questions of management and engage in additional discussions in an open forum. The Audit Committee also periodically evaluates our overall cybersecurity strategy.

Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats

Our Information Security Steering Committee (“ISSC”) is responsible for oversight of matters related to information security and currently consists of professionals in legal operations and risk management, information governance, human resources operations, internal audit, computerized systems, global security and technical operations, and research technology, all whose input bring significant value when assessing and managing cybersecurity risk. Our ISSC meets periodically and is presented with an update on cybersecurity matters from our CISO. Our CISO is responsible for facilitating the implementation of the plans and decisions made by the ISSC and directly provides updates to the Audit Committee as detailed above.

Our Chief Technology Officer (“CTO”), along with our CISO, is responsible for leading the individuals tasked with maintaining our enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes. Our CTO has over thirty years of experience leading technology organizations and managing information security across multiple industries and programs, including SOX 404 compliance, GxP audit and compliance, NIST Cybersecurity Framework assessments, managing incident response and communication with executives and board of directors. Our CISO has over eighteen years of information technology and cybersecurity experience in multiple industries, including building and leading governance, risk, and compliance functions that cover ISO 27001 certified compliance, NIST Cybersecurity Framework assessments, Sarbanes-Oxley (“SOX”) information technology compliance, regional compliances, policy management, information technology risk management, vendor risk management, and security awareness.

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Item 2. Properties

We lease all of our facilities, excluding the following owned facilities: our offices and laboratories in Changping, Beijing; our manufacturing facility in Guangzhou, China; our manufacturing facility and CMC laboratories in the Industrial Park of Suzhou; our offices and laboratories in Zhangjiang, Shanghai; our innovation center on “Bio-Island” in Guangzhou; and our manufacturing facility and clinical R&D center at the Princeton Innovation Park in Hopewell, New Jersey. We lease a total of approximately 130,000 square meters of office space at around 51 other locations across the United States, Europe, China, the Middle East and North Africa (MENA), South Africa, and South America, in cities such as Cambridge, Massachusetts, and San Carlos, California in the United States; Beijing, Shanghai, Wuhan, and Chengdu in China; and Basel, Switzerland. These leased spaces are primarily used for our offices and the manufacturing facility in Suzhou, China, under leases with various expiration dates, the latest of which expires in 2031. We consider that our current facilities are suitable and sufficient to meet our requirements. We plan to add new facilities or expand existing ones as we recruit more employees and enter new regions. Moreover, we believe that appropriate additional or substitute space will be available as necessary to support the expansion of our operations.

Please refer to “Note 7: Leases” in the notes to our consolidated financial statements in this Annual Report for further information on our real property leases.

Item 3. Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims of a nature considered ordinary course in our business, including the intellectual property litigation described herein. Most of the issues raised by such claims are highly complex and subject to substantial uncertainties. For a description of risks relating to these legal proceedings, see “Part I—Item 1A—Risk Factors” of this Annual Report, including the discussion under the headings entitled “Risks Related to Our Intellectual Property.” The outcome of any such proceedings, regardless of the merits, is inherently uncertain; therefore, assessing the likelihood of loss and any estimated damages is difficult and subject to considerable judgment. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

AbbVie Litigation

On September 6, 2024, AbbVie Inc. filed a complaint in the U.S. District Court for the Northern District of Illinois against the Company, one of its wholly-owned subsidiaries and an individual scientist, alleging misappropriation of trade secrets concerning the Company’s Bruton’s tyrosine kinase (“BTK”) degrader program, including the lead compound, BGB-16673. The complaint seeks an unspecified amount of monetary damages, declaratory judgment, restitution and other equitable remedies. The Company is vigorously defending against the claims and filed a motion to dismiss the complaint in its entirety on December 19, 2024.

ANDA Litigation

On February 25, 2026, our subsidiaries, BeOne Medicines USA Inc. and BeOne Medicines I GmbH, filed a patent infringement suit under the Hatch-Waxman Act against Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited (collectively, “Zydus”) in the United States District Court for the District of New Jersey. The patent infringement suit is in response to Zydus’ notice to BeOne concerning the filing of an Abbreviated New Drug Application (“ANDA”) with the U.S. Food and Drug Administration (“FDA”), seeking FDA approval to market a generic version of BRUKINSA® (zanubrutinib) tablets along with “Paragraph IV certifications” challenging certain BRUKINSA® Orange Book patents for invalidity and/or non-infringement. According to the notice, Zydus has not challenged BRUKINSA’s composition of matter patent, which remains intact and protects BRUKINSA® from generic competition until its expiration in 2034.

BeOne’s complaint alleges that by filing the ANDA, Zydus infringes certain of BRUKISNA’s Orange Book patents and seeks a permanent injunction to prevent Zydus from commercializing a generic version of BRUKINSA® tablets until the expiration of the asserted patents.

ANDA litigation is common in the U.S. pharmaceutical industry. We may receive additional notices from other generic drug companies and may file additional ANDA lawsuits in the future.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our American Depositary Shares (“ADSs”) have been publicly traded on the Nasdaq Global Select Market under the symbol “BGNE” from February 3, 2016 to January 1, 2025, and under the symbol “ONC” since January 2, 2025. Our ordinary shares have been publicly traded on the Stock Exchange of Hong Kong Limited under the stock code “06160” since August 8, 2018. Our ordinary shares traded in Renminbi (the “RMB Shares”) have been publicly traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange in China under the stock code “688235” since December 15, 2021.

Shareholders

As of January 31, 2026, we had approximately 31,846 holders of record of our ordinary shares, 31,697 of which are holders of record of our RMB Shares, and 8 holders of record of our ADSs. These numbers do not include beneficial owners whose ordinary shares or ADSs are held by nominees in street name. Because many ordinary shares and ADSs are held by broker nominees, we are unable to estimate the total number of beneficial holders represented by these record holders.

Dividend Policy

We have never declared or paid any dividends on our ordinary shares or any other securities. We currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. If we pay dividends in the future, in order for us to distribute dividends to our shareholders and holders of ADSs, we may rely to some extent on dividends distributed by our PRC subsidiaries. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us, and such distributions will be subject to PRC withholding tax. In addition, PRC regulations currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits, as determined in accordance with our PRC subsidiaries’ formation and organizational documents and the accounting standards and regulations in the PRC. Subject to applicable law and our articles of association, any future determination to pay dividends must be approved in advance by our shareholders. Our board of directors may propose a dividend to shareholders but cannot itself authorize the dividends. Such recommendation by our board of directors may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

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Performance Comparison Graph

This graph is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The following graph shows the total shareholder return of an investment of $100 in cash at market close on December 31, 2020 through December 31, 2025 for our ADSs, the Nasdaq Composite Index (U.S.), and the Nasdaq Biotechnology Index.

Pursuant to applicable SEC rules, all values assume reinvestment of the full amount of any dividends, although no dividends have been declared or paid to date. The shareholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future shareholder returns.

($ in dollars)	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24	12/31/25
BeOne Medicines Ltd.	100.00	104.85	85.12	69.80	71.48	117.58
Nasdaq Composite	100.00	122.18	82.43	119.22	154.48	187.14
Nasdaq Biotechnology	100.00	100.02	89.90	94.03	93.49	124.75

Equity Compensation Plan Information

Our equity compensation plan information required by this item is incorporated by reference to the information in “Part III—Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report.

Recent Sales of Unregistered Securities

Except as previously reported by us on our current report on Form 8-K, we did not sell any securities during the year covered by this Annual Report that were not registered under the Securities Act.

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Issuer Purchases of Equity Securities

None.

Taxation

Swiss Taxation

The tax consequences discussed below are not a complete analysis or description of all the possible tax consequences that may be relevant to you. You should consult your own tax advisor in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of registered shares and the procedures for claiming a refund of withholding tax.

Swiss Income Tax on Dividends and Similar Distributions

A non-Swiss holder will not be subject to Swiss income taxes on dividend income and similar distributions in respect of registered shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to Swiss withholding tax. See “—Swiss Withholding Tax—Distributions to Shareholders” below.

Swiss Wealth Tax

A non-Swiss holder will not be subject to Swiss wealth taxes unless the holder’s registered shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.

Swiss Capital Gains Tax upon Disposal of Registered Shares

A non-Swiss holder will not be subject to Swiss income taxes for capital gains unless the holder’s shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder. In such case, the non-Swiss holder is required to recognize capital gains or losses on the sale of such shares, which will be subject to cantonal, communal and federal income tax.

Swiss Withholding Tax—Distributions to Shareholders

A Swiss withholding tax of 35% is due on dividends and similar distributions to our shareholders from BeOne out of available earnings or other non-qualifying reserves for withholding tax purposes, regardless of the place of residency of the shareholder (subject to the exceptions discussed under “—Exemption from Swiss Withholding Tax—Distributions to Shareholders” below). We will be required to withhold at such rate and remit on a net basis any payments made to a holder of registered shares and pay such withheld amounts to the Swiss Federal Tax Administration. See “—Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.

Exemption from Swiss Withholding Tax—Distributions to Shareholders

Distributions to shareholders in relation to a reduction of par value and distributions to shareholders out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration are exempt from the Swiss withholding tax. We expect to pay any distributions out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration for the foreseeable future, and as a result, any such distributions to shareholders will be exempt from the Swiss withholding tax.

Repurchases of Shares

Repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35% Swiss withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value and to the qualifying contribution reserves recognized by the Swiss Federal Tax Administration of the shares repurchased will not be subject to the Swiss withholding tax. We would be required to withhold at such rate the tax from the difference between the repurchase price and the related amount of par value and qualifying contribution reserves. We would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted to a holder of registered shares and pay the withholding tax to the Swiss Federal Tax Administration.

With respect to the refund of Swiss withholding tax from the repurchase of shares, see “—Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.

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In many instances, Swiss companies listed on the SIX Swiss Exchange carry out share repurchase programs through a “second trading line” on the SIX Swiss Exchange. Swiss institutional investors (such as Swiss arbitrage banks) typically purchase shares from shareholders on the open market and then sell the shares on the second trading line back to the company. The Swiss institutional investors are generally able to receive a full refund of the withholding tax. Due to, among other things, the time delay between the sale to the company and the institutional investors’ receipt of the refund, the price companies pay to repurchase their shares has historically been slightly higher (but less than 1.0%) than the price of such companies’ shares in ordinary trading on the SIX Swiss Exchange first trading line.

We do not expect to use the SIX Swiss Exchange second trading line process to repurchase our shares because we do not intend to list our shares on the SIX Swiss Exchange. We may, however, follow an alternative process whereby we expect to be able to repurchase our shares in a manner that should allow Swiss institutional market participants selling the shares to us to receive a refund of the Swiss withholding tax and, therefore, accomplish the same purpose as share repurchases on the second trading line at substantially the same cost to us and such market participants as share repurchases on a second trading line.

The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connection with long-term incentive plans, convertible debt or other instruments within certain periods, will generally not be subject to Swiss withholding tax.

Refund of Swiss Withholding Tax on Dividends and Other Distributions

The Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty can seek a refund of the Swiss withholding tax on dividends for the portion exceeding 15% (leading to a refund of 20%) or a full refund in the case of qualified pension funds.

As a general rule, the refund will be granted under the treaty if the U.S. resident can show evidence of:

•beneficial ownership;

•U.S. residency; and

•meeting the U.S.-Swiss tax treaty’s limitation on benefits requirements.

The claim for refund must be filed with the Swiss Federal Tax Administration (Eigerstrasse 65, 3003 Berne, Switzerland), not later than December 31 of the third year following upon the calendar year in which the dividend payments became due. The relevant Swiss tax form is Form 82C for companies, 82E for other entities and 82I for individuals. These forms can be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax Administration at the address mentioned above or online. Each form needs to be filled out in triplicate, with each copy duly completed and signed before a notary public in the United States. You must also include evidence that the withholding tax was withheld at the source.

Swiss Transfer Stamp Tax in Relation to the Transfer of Registered Shares

The purchase or sale of registered shares may be subject to Swiss Transfer Stamp Tax which is due on the transfer of taxable securities (as defined in the Swiss Federal Stamp Tax Act) irrespective of the place of residency of the purchaser or seller if a Swiss or Liechtenstein bank or other Swiss or Liechtenstein securities dealers (as defined in the Swiss Federal Stamp Tax Act of 1973 ) participate to the transaction as contracting parties or as intermediaries. The applicable stamp tax rate is 0.075% for each of the two parties to a transaction (i.e., 0.15% in total) and is calculated based on the purchase price or sale proceeds. If the transaction does not involve cash consideration, the transfer stamp duty is computed on the basis of the market value of the consideration. No Swiss Transfer Stamp Tax will be due if no Swiss or Liechtenstein bank or other Swiss or Liechtenstein securities dealers (as defined in the Swiss Federal Stamp Tax Act) is involved in a purchase or sale.

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PRC Taxation

Under the Enterprise Income Tax Law (“EIT Law”), an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for PRC enterprise income tax purposes. The implementation rules of the EIT Law define “de facto management body” as a managing body that exercises substantial and overall management and control over the production and operations, personnel, accounting and properties of an enterprise. In addition, the Notice Regarding the Determination of Chinese‑Controlled Offshore Incorporated Enterprise as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies (“Circular 82)”, issued by the State Taxation Administration, which provides guidance on the determination of the tax residence status of a Chinese‑controlled offshore incorporated enterprise, defines Chinese-controlled offshore incorporated enterprise as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although BeOne Medicines Ltd. does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese‑controlled offshore incorporated enterprise within the meaning of Circular 82, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in Circular 82 to evaluate the tax residence status of BeOne Medicines Ltd. and its subsidiaries organized outside the PRC.

According to Circular 82, a Chinese‑controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met:

•the primary location of the enterprise’s senior executives of the day‑to‑day operational management and senior management departments performing their duties is in the PRC;

•decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC;

•the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder meeting minutes are located or maintained in the PRC; and

•50% or more of voting board members or senior executives habitually reside in the PRC.

Currently, some of the members of our management team are located in China. However, we do not believe that we meet all of the conditions outlined in the immediately preceding paragraph. BeOne Medicines Ltd. and its offshore subsidiaries are incorporated outside the PRC. As a holding company, our key assets and records, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC. We are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that BeOne Medicines Ltd. and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in Circular 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

The implementation rules of the EIT Law provide that, (1) if the enterprise that distributes dividends is domiciled in the PRC or (2) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China‑sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China‑sourced income. As a result, dividends paid to non‑PRC resident enterprise ADS holders or shareholders may be subject to PRC withholding tax at a rate of up to 10% (or 20% in the case of non‑PRC individual ADS holders or shareholders) and gains realized by non‑PRC resident enterprise ADS holders or shareholders from the transfer of our ordinary shares or ADSs may be subject to PRC tax at a rate of 10% (or 20% in the case of non‑PRC individual ADS holders or shareholders). It is also unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

Item 6. Reserved

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion and analysis contains forward‑looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward‑looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this report, including those set forth under “Part I—Item 1A—Risk Factors” and under “Forward‑Looking Statements and Market Data” in this Annual Report.

A discussion of the Company’s financial condition and results of operations for the year ended December 31, 2023 and year-to-year comparisons between 2024 and 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Non-GAAP Financial Measures

We provide certain financial measures that are not defined under accounting principles generally accepted in the United States of America (“GAAP”), commonly referred to as non-GAAP financial measures, including Adjusted Operating Expenses, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss), Adjusted Earnings Per Share, Free Cash Flow and certain other non-GAAP measures, each of which include adjustments to GAAP figures. These non-GAAP measures are intended to provide additional information on our operating performance. Adjustments to our GAAP figures exclude, as applicable, non-cash items such as share-based compensation, depreciation and amortization. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Non-GAAP adjustments are tax effected to the extent there is US GAAP current tax effect. The Company currently records a valuation allowance on its net deferred tax assets, so there is no net impact recorded for deferred tax effects in our tax expense. We maintain an established non-GAAP policy that guides the determination of what items may be excluded in non-GAAP financial measures. We believe that these non-GAAP measures, when considered together with the GAAP figures, can enhance an overall understanding of our operating performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of our historical and expected financial results and trends and to facilitate comparisons between periods and with respect to projected information. In addition, these non-GAAP financial measures are among the indicators BeOne’s management uses for planning and forecasting purposes and measuring our performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, GAAP financial measures. The non-GAAP financial measures used by BeOne may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.

Overview

Our fourth quarter and full year results show topline growth and a strong liquidity position to support ongoing operations and strategic priorities. BRUKINSA is the global revenue leader in the BTK inhibitor class and TEVIMBRA continues to gain new indications and expanded reimbursement in multiple markets. Our late-stage hematology assets are approaching commercialization and our solid tumor portfolio continues to deliver encouraging data.

Key highlights for the full year 2025 are as follows:

•Total global revenues of $1.5 billion and $5.3 billion, respectively, in the fourth quarter and full year, increases of 32.8% and 40.2%, respectively, compared to the prior year periods;

•Global BRUKINSA revenues of $1.1 billion and $3.9 billion for the fourth quarter and full year 2025, increases of 38.4% and 48.6%, respectively, compared to the prior year periods; and

•GAAP diluted earnings per American Depositary Share (“ADS”) of $0.58 and $2.53 for the fourth quarter and full year, non-GAAP diluted earnings per ADS of $1.95 and $8.09 for the fourth quarter and full year.

Recent Business Developments

On December 7, 2025, we announced new data on sonrotoclax, a next-generation investigational BCL2 inhibitor, demonstrating meaningful clinical benefit as monotherapy and in combination across B-cell malignancies, and in January 2026, we received the first approval of sonrotoclax for adult patients with relapsed/refractory (“R/R”) mantle cell lymphoma (“MCL”) and R/R chronic lymphocytic leukemia (“CLL”)/small lymphocytic lymphoma (“SLL”).

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On November 26, 2025, we announced that the U.S. Food and Drug Administration (“FDA”) accepted and granted Priority Review to a New Drug Application (“NDA”) for sonrotoclax for the treatment of adult patients with R/R MCL, following treatment with a Bruton’s tyrosine kinase (“BTK”) inhibitor.

On November 17, 2025, we announced positive top-line results from the Phase 3 HERIZON-GEA-01 trial evaluating ZIIHERA® (zanidatamab), a HER2-targeted bispecific antibody, in combination with chemotherapy, with or without PD-1 inhibitor TEVIMBRA® (tislelizumab), as first-line treatment for HER2-positive (“HER2+”) locally advanced or metastatic gastroesophageal adenocarcinoma (“GEA”), including cancers of the stomach, gastroesophageal junction, and esophagus.

On November 13, 2025, we entered into the Facilities Agreement (the “Facilities Agreement”) with The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) and certain financial institutions listed in the Facilities Agreement as lenders. The Facilities Agreement provides senior secured financing consisting of a U.S. dollar-denominated, B1 revolving loan facility in an aggregate principal amount of $140 million (the “B1 Revolving Loan Facility”), a U.S. dollar-denominated, B2 term loan facility in an aggregate principal amount of $560 million (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”); and a Renminbi-denominated, A term loan facility in an aggregate principal amount of approximately $300 million (the “A Loan Facility”) (collectively, the “Loan Facilities”). The A Loan Facility matures 36 months after the first utilization date of such facility and, unless extended, the B Loan Facilities mature 24 months after the first utilization date of a B Loan Facility. Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC by a security interest in the equity interests of a number of our subsidiaries and security interests in, and mortgage on, our manufacturing and clinical R&D facility in New Jersey. The Facilities Agreement contains certain affirmative and negative covenants, as well as financing covenants applicable to the Loan Facilities. The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65% per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40% per annum. Subsequently, on December 16, 2025, we utilized a portion of the proceeds from borrowings under the Facilities Agreement to repay in full all outstanding amounts owed under the Company’s Facility Agreement, dated as of December 9, 2024, by and between the Company and China Merchants Bank Co., Ltd. (the “CMB Credit Facility”), and terminated all commitments by the lender to extend further credit under the CMB Credit Facility and all guarantees and security interests granted by the Company to the lender under the CMB Credit Facility.

On August 25, 2025, BeOne Medicines Ltd. entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Royalty Pharma plc (“Royalty Pharma”), pursuant to which we agreed to sell a significant portion of our rights to royalty payments from Amgen based on annual net revenue from sales outside of China of any and all products that consist of Amgen’s IMDELLTRA®. Under the terms of the Royalty Agreement, we received a non-refundable upfront payment of $885 million upon the closing of the Royalty Agreement, and subsequently exercised our option to sell to Royalty Pharma an additional portion of our rights to royalty payments for approximately $26 million. We will share in a portion of the royalties on annual ex-China net revenue from IMDELLTRA® above $1.5 billion, and will maintain royalty and all other rights to other assets under the terms of the existing collaboration with Amgen, including xaluritamig, a first-in-class STEAP1 x CD3 XmAb currently being studied in patients with metastatic castration-resistant prostate cancer (mCRPC). The upfront payment received from Royalty Pharma is classified as a financing liability according to ASC 470, Debt. The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period, which is anticipated to extend at least through 2041.

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Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024:

	Year Ended December 31,				Change
	2025		2024			%
	(dollars in thousands)
Revenues
Product revenue, net	$	5,282,061	$	3,779,546		39.8	%
Other revenue	60,972		30,695		30,277	98.6	%
Total revenues	5,343,033		3,810,241		1,532,792	40.2	%
Cost of sales - product	668,540		594,089		74,451	12.5	%
Gross profit	4,674,493		3,216,152		1,458,341	45.3	%
Operating expenses
Research and development	2,145,868		1,953,295		192,573	9.9	%
Selling, general and administrative	2,081,489		1,831,056		250,433	13.7	%
Total operating expenses	4,227,357		3,784,351		443,006	11.7	%
Income (loss) from operations	447,136		(568,199)		1,015,335	(178.7)	%
Interest income	70,505		69,641		864	1.2	%
Interest expense	(58,234)		(21,805)		(36,429)	167.1	%
Other expense, net	(42,553)		(12,638)		(29,915)	236.7	%
Income (loss) before income tax expense	416,854		(533,001)		949,855	(178.2)	%
Income tax expense	129,921		111,785		18,136	16.2	%
Net income (loss)	$	286,933	$	(644,786)		(144.5)	%

All values are in US Dollars.

Revenue

Total revenue increased by $1.5 billion to $5.3 billion for the year ended December 31, 2025, from $3.8 billion for the year ended December 31, 2024, primarily due to increased sales of BRUKINSA, TEVIMBRA, as well as increased sales of in-licensed products from Amgen.

Net product revenue consisted of the following:

	Year Ended December 31,				Changes
	2025		2024			%
	(dollars in thousands)
BRUKINSA®	$	3,928,489	$	2,644,226		48.6	%
TEVIMBRA®	737,304		620,836		116,468	18.8	%
XGEVA®	305,979		224,403		81,576	36.4	%
BLINCYTO®	104,224		74,331		29,893	40.2	%
KYPROLIS®	74,974		66,171		8,803	13.3	%
POBEVCY®	47,400		53,509		(6,109)	(11.4)	%
Other	83,691		96,070		(12,379)	(12.9)	%
Total product revenue	$	5,282,061	$	3,779,546		39.8	%

All values are in US Dollars.

Net product revenue increased for the year ended December 31, 2025, compared to the prior year, primarily due to increased sales of BRUKINSA globally, driven by significant growth in the U.S. and Europe. In addition, product revenues in 2025 were positively impacted by growth from in-licensed products from Amgen and TEVIMBRA.

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Global sales of BRUKINSA totaled $3.9 billion for the year ended December 31, 2025, representing a 48.6% increase compared to the prior year. U.S. sales of BRUKINSA totaled $2.8 billion for the year ended December 31, 2025 compared to $2.0 billion in the prior year, representing growth of 45.1%, driven primarily by robust demand growth across all indications and modest benefit due to net pricing. BRUKINSA continues to maintain its leading new patient share across the BTKi class due to its differentiated, best-in-class clinical profile. BRUKINSA sales in the EU totaled $596.4 million for the year ended December 31, 2025, representing growth of 66.2% compared to the prior-year period, driven by continued gains in market share across all major markets, including Germany, Italy, Spain, France and the UK. BRUKINSA sales in China totaled $344.1 million for the year ended December 31, 2025, representing growth of 33.3% compared to the prior year.

Sales of TEVIMBRA totaled $737.3 million for the year ended December 31, 2025, representing a 18.8% increase compared to the prior year.

Other revenue totaled $61.0 million and $30.7 million for the years ended December 31, 2025 and 2024, respectively, primarily related to royalty revenue under the Amgen collaboration and revenue generated under the Novartis broad markets marketing and promotion agreement.

Gross Margin

Gross margin on global product sales increased to $4.6 billion, or 87.3% as a percentage of sales, for the year ended December 31, 2025, compared to $3.2 billion, or 84.3% as a percentage of sales, for the year ended December 31, 2024. The gross margin percentage increased due to a proportionally higher sales mix of global BRUKINSA compared to other products in our portfolio. Gross margin also benefited from production productivity improvements resulting in lower costs for both BRUKINSA and TEVIMBRA. These increases were slightly offset by period costs of $33.9 million related to the re-positioning of our manufacturing capacity during 2025. On an adjusted basis, which does not include depreciation and amortization, gross margin as a percentage of product sales increased to 87.8% for the year ended December 31, 2025, from 85.5% in the prior year.

Research and Development Expense

Research and development expense increased by $192.6 million, or 9.9%, to $2.1 billion for the year ended December 31, 2025, from $2.0 billion for the year ended December 31, 2024. The following table summarizes the external cost of development programs, upfront license and development milestone fees, and internal research and development expense for the years ended December 31, 2025 and 2024:

	Year Ended December 31,				Changes
	2025		2024			%
	(dollars in thousands)
External research and development expense:
Cost of development programs	$	753,868	$	539,446		39.7	%
Upfront license and development milestone fees	709		114,049		(113,340)	(99.4)	%
Amgen co-development expenses1	104,143		75,165		28,978	38.6	%
Total external research and development expenses	858,720		728,660		130,060	17.8	%
Internal research and development expenses	1,287,148		1,224,635		62,513	5.1	%
Total research and development expenses	$	2,145,868	$	1,953,295		9.9	%
Adjusted research and development expense2	$	1,855,979	$	1,668,368		11.2	%

All values are in US Dollars.

1. Our co-funding obligation for the development of the pipeline assets under the Amgen collaboration for the year ended December 31, 2025 totaled $205.2 million, of which $104.1 million was recorded as R&D expense. The remaining $101.1 million was recorded as a reduction for the R&D cost share liability.

2. Adjusted research and development expense is intended to provide investors and others with information about our performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures and Non-GAAP Reconciliation in this MD&A for more information about, and a detailed reconciliation of, these items.

The increase in external research and development expenses for the year ended December 31, 2025 was primarily attributable to an increase in external costs of development programs primarily due to advancing preclinical programs into the clinic and early clinical programs into late stage, including sonrotoclax (BCL2i), as well as higher Amgen co-development expenses offset by lower development upfront and milestone fees.

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Internal research and development expense increased $62.5 million, or 5.1%, to $1.3 billion for the year ended December 31, 2025 from $1.2 billion in the prior year, and was primarily attributable to the expansion of our global development organization and our clinical and preclinical drug candidates, as well as our continued efforts to internalize research and clinical trial activities.

Selling, General and Administrative Expense

	Year Ended December 31,				Changes
	2025		2024			%
	(dollars in thousands)
Selling, general and administrative expense	$	2,081,489	$	1,831,056		13.7	%
Adjusted selling, general and administrative expense1	$	1,743,118	$	1,549,864		12.5	%

All values are in US Dollars.

1. Adjusted selling, general and administrative expense is intended to provide investors and others with information about our performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures and Non-GAAP Reconciliation in this MD&A for more information about, and a detailed reconciliation of, these items.

Selling, general and administrative expense increased by $250.4 million, or 13.7%, to $2.1 billion for the year ended December 31, 2025, from $1.8 billion for the year ended December 31, 2024. The increase was primarily attributable to continued investment in global commercial expansion primarily in the U.S. and Europe. Selling, general and administrative expenses as a percentage of product sales were 39.4% for the year ended December 31, 2025 compared to 48.4% in the prior-year period.

Interest Income

Interest income increased by $0.9 million, or 1.2%, to $70.5 million for the year ended December 31, 2025, compared to $69.6 million for the year ended December 31, 2024. Interest income remained materially consistent, due to lower interest rates earned on our cash and cash equivalents offset by a higher cash and cash equivalents balance.

Interest Expense

Interest expense increased by $36.4 million, or 167.1%, to $58.2 million for the year ended December 31, 2025, compared to $21.8 million for the year ended December 31, 2024. Interest expense increased resulting from interest expense recorded under the effective interest method related to the sale of future royalty liability, higher interest rates on debt balances and lower interest capitalized related to completion of certain phases of our Hopewell facility.

Other Expense, Net

Other expense, net for the year ended December 31, 2025 was $42.6 million, due to impairment losses recognized on our equity investments partially offset by government subsidy income and foreign exchange gains.

Other expense, net for the year ended December 31, 2024 was $12.6 million, due to foreign exchange losses, primarily from holding net monetary assets denominated in the RMB at certain U.S. dollar functional entities, including BeOne Medicines Ltd. (the “Parent Company”), and unrealized losses on equity investments, partially offset by government subsidy income.

Income Tax Expense

Our total income tax expense is substantially equal to our current tax expense and thus does not reflect any deferred tax benefits related to our net deferred tax assets due to the ASC 740, Income Taxes requirement to establish a valuation allowance against all such assets in all jurisdictions, thereby negating the tax benefit in the income statement, due to our three-year cumulative loss position. Our discussion of income tax expense below is thus based on a comparison of our current tax expense in 2025 versus 2024.

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	Year Ended December 31,
	2025	2024	2023
	$	$	$
Current tax expense	120,452	85,778	55,185
Net deferred tax benefit	(149,347)	(131,279)	(845,124)
Increase in valuation allowance	158,816	157,286	845,811
Total income tax expense	129,921	111,785	55,872

Income tax expense was $129.9 million ($120.5 million current tax) for the year ended December 31, 2025 compared with $111.8 million ($85.8 million current tax) for the year ended December 31, 2024. The current income tax expense for the year ended December 31, 2025 was primarily attributable to higher currently taxable income primarily in China, Australia, and Italy, that resulted in an increase of $52.6 million offset with lower current tax in the U.S. of $17.9 million. The decrease in the U.S. was driven by positive impacts of OBBBA, while the increase in other jurisdictions’ higher current taxable income was driven by (a) the increase in current year valuation allowances on short-term deferred tax assets that are triggered by our three-year cumulative loss position at a consolidated level, (b) increase in uncertain tax liabilities and (c) return to provision adjustments.

Given the Company’s recent history of earnings, management believes that there is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance recorded against the deferred tax assets held will be reversed. The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which the Company releases the valuation allowance. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company actually achieves. Prior to reversal, income tax expense should trend with earnings per historical relationship.

On July 4, 2025, the reconciliation bill (H.R. 1), commonly referred to as the OBBBA, was signed into law and includes a broad range of tax reform provisions. The OBBBA allows an elective deduction for domestic research and development expenses and, a reinstatement of elective 100% first-year bonus depreciation effective in tax year 2025, and a more favorable tax rate on foreign-derived deduction eligible income effective in tax year 2026. The impact of certain elective provisions of the OBBBA has been included in the 2025 tax provision, resulting in a reduction of U.S. income tax expense within our consolidated financial statements.

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Non-GAAP Reconciliation

	Year Ended December 31,
	2025		2024
	( in thousands, except for per share data)
Reconciliation of GAAP to adjusted cost of sales - products:
GAAP cost of sales - products	$	668,540	$	594,089
Less: Depreciation	13,669		42,707
Less: Amortization of intangibles	10,004		4,729
Less: Other	893		—
Adjusted cost of sales - products	$	643,974	$	546,653
Reconciliation of GAAP to adjusted research and development:
GAAP research and development	$	2,145,868	$	1,953,295
Less: Share-based compensation expenses	217,440		186,113
Less: Depreciation	72,449		98,814
Adjusted research and development	$	1,855,979	$	1,668,368
Reconciliation of GAAP to adjusted selling, general and administrative:
GAAP selling, general and administrative	$	2,081,489	$	1,831,056
Less: Share-based compensation expenses	292,807		255,680
Less: Depreciation	45,497		25,417
Less: Amortization of intangibles	67		95
Adjusted selling, general and administrative	$	1,743,118	$	1,549,864
Reconciliation of GAAP to adjusted operating expenses
GAAP operating expenses	$	4,227,357	$	3,784,351
Less: Share-based compensation expenses	510,247		441,793
Less: Depreciation	117,946		124,231
Less: Amortization of intangibles	67		95
Adjusted operating expenses	$	3,599,097	$	3,218,232
Reconciliation of GAAP to adjusted income (loss) from operations:
GAAP income (loss) from operations	$	447,136	$	(568,199)
Plus: Share-based compensation expenses	510,247		441,793
Plus: Depreciation	131,615		166,938
Plus: Amortization of intangibles	10,071		4,824
Plus: Other	893		—
Adjusted income from operations	$	1,099,962	$	45,356
Reconciliation of GAAP to adjusted net income (loss):
GAAP net income (loss)	$	286,933	$	(644,786)
Plus: Share-based compensation expenses	510,247		441,793
Plus: Depreciation	131,615		166,938
Plus: Amortization of intangibles	10,071		4,824
Plus: Other	893		—
Plus: Impairment of equity investments	75,626		6,838
Plus: Discrete tax items	24,778		18,597
Plus: Income tax effect of non-GAAP adjustments	(122,562)		(49,123)
Adjusted net income (loss)	$	917,601	$	(54,919)

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	Year Ended December 31,
	2025		2024
	( in thousands, except for per share data)
Reconciliation of GAAP to adjusted EPS - basic
GAAP earnings (loss) per share - basic	$	0.20	$	(0.47)
Plus: Share-based compensation expenses	0.36		0.32
Plus: Depreciation	0.09		0.12
Plus: Amortization of intangibles	0.01		0.00
Plus: Other	0.00		0.00
Plus: Impairment of equity investments	0.05		0.00
Plus: Discrete tax items	0.02		0.01
Plus: Income tax effect of non-GAAP adjustments	(0.09)		(0.04)
Adjusted earnings (loss) per share - basic	$	0.65	$	(0.04)
Reconciliation of GAAP to adjusted EPS - diluted
GAAP earnings (loss) per share - diluted	$	0.19	$	(0.47)
Plus: Share-based compensation expenses	0.35		0.32
Plus: Depreciation	0.09		0.12
Plus: Amortization of intangibles	0.01		0.00
Plus: Other	0.00		0.00
Plus: Impairment of equity investments	0.05		0.00
Plus: Discrete tax items	0.02		0.01
Plus: Income tax effect of non-GAAP adjustments	(0.08)		(0.04)
Adjusted earnings (loss) per share - diluted	$	0.62	$	(0.04)
Reconciliation of GAAP to adjusted earnings (loss) per ADS - basic
GAAP earnings (loss) per ADS - basic	$	2.63	$	(6.12)
Plus: Share-based compensation expenses	4.68		4.20
Plus: Depreciation	1.21		1.59
Plus: Amortization of intangibles	0.09		0.05
Plus: Other	0.01		0.00
Plus: Impairment of equity investments	0.69		0.06
Plus: Discrete tax items	0.23		0.18
Plus: Income tax effect of non-GAAP adjustments	(1.12)		(0.47)
Adjusted earnings (loss) per ADS - basic	$	8.41	$	(0.52)
Reconciliation of GAAP to adjusted earnings (loss) per ADS - diluted
GAAP earnings (loss) per ADS - diluted1	$	2.53	$	(6.12)
Plus: Share-based compensation expenses	4.50		4.20
Plus: Depreciation	1.16		1.59
Plus: Amortization of intangibles	0.09		0.05
Plus: Other	0.01		0.00
Plus: Impairment of equity investments	0.67		0.06
Plus: Discrete tax items	0.22		0.18
Plus: Income tax effect of non-GAAP adjustments	(1.08)		(0.47)
Adjusted earnings (loss) per ADS - diluted	$	8.09	$	(0.52)

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	Year Ended December 31,
	2025		2024
Free Cash Flow (Non-GAAP):	(in thousands)
Net cash provided by (used in) operating activities (GAAP)	$	1,127,580	$	(140,631)
Less: Purchases of property, plant and equipment	(185,839)		(492,663)
Free Cash Flow (Non-GAAP)	$	941,741	$	(633,294)

Liquidity and Capital Resources

The following table represents our cash and debt balances as of December 31, 2025 and 2024:

	Year Ended December 31,
	2025		2024
	(in thousands)
Cash, cash equivalents and restricted cash	$	4,609,647	$	2,638,747
Total debt	$	1,019,206	$	1,018,013

We have generated positive cash flow from operations since the third quarter of 2024. We generated cash flows from operations of $1.1 billion for the year ended December 31, 2025, which is $1.3 billion higher than the year ended December 31, 2024.

Based on our recent and expected performance, we expect that our operating cash flows and existing cash and cash equivalents as of December 31, 2025 will enable us to fund our operating expenses and planned long-term investments for at least the next 12 months after the date that the financial statements included in this report are issued. In 2025 we generated proceeds from long-term debt of $855.0 million which was used to pay off all existing short-term working capital loans, and include certain restrictive covenants as laid out further below with respect to certain coverage ratios and maximum investment amounts. We believe we will have sufficient cash and cash equivalents and other sources of capital to be able to repay and/or refinance those debt obligations as they become due principally in 2027 and 2028.

Facilities Agreement

In November 2025, we entered into a Facilities Agreement (the “Facilities Agreement”) with a syndicate of banks. The Facilities Agreement provides for a $140 million U.S. dollar-denominated, 2-year, B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $560 million U.S. dollar-denominated, 2-year, B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2.15 billion Renminbi-denominated, or approximately $300 million, 3-year, A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”). Subsequently, we consummated the refinancing of our short-term (1 year tenor) working capital loans of approximately $768 million in aggregate through the proceeds from the B2 Term Loan Facility and A Loan Facility. We paid $23 million in debt issuance costs for the Facilities Agreement from available cash and cash equivalents.

The refinancing extended the maturity of our working capital loans. The A Loan Facility requires repayment of 4% of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10% of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended.

The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65% per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40% per annum. In addition to paying interest on the outstanding principal, we are also required to pay a commitment fee of 0.85% on the undrawn and uncancelled amounts under the Loan Facilities.

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The Facilities Agreement contains certain affirmative and negative covenants customary for financings of this type. In addition, the Facilities Agreement contains financial covenants applicable to the Loan Facilities, including covenants requiring the maintenance of: (i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00; (ii) a net leverage ratio of not greater than 2.50 to 1.00; (iii) a minimum total consolidated shareholders’ equity of the Group of not less than $2.7 billion; (iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $500.0 million; (v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $2.0 billion; and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $500.0 million. We were compliant with the required covenants as of December 31, 2025.

Sale of Future Royalties

The upfront payment from Royalty Pharma of $885 million in the third quarter of 2025 and the subsequent payment of $26 million in the fourth quarter of 2025 increased our cash and cash equivalents through financing cash inflows. However, the repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period; therefore, it has not been included in the total debt balance above, as there is no claim on unrestricted cash. Our classification of the liability between current and non-current is based on our expectations of royalty revenue from Amgen over the next 12 months, which will be paid to Royalty Pharma in accordance with the terms of the Royalty Agreement. Cash inflows from Amgen are classified as operating cash inflows, while the corresponding payments to Royalty Pharma are allocated between interest cash outflows within operating cash flows and a portion to reduce the liability, classified as a financing cash outflow. Pursuant to the Royalty Agreement, in 2025, we paid to Royalty Pharma an aggregate of $9.6 million, of which $5.6 million was allocated as interest expense and recognized within operating cash flows, and $4.0 million was recorded as a reduction to the liability recorded within financing activities. An additional $14.2 million of interest expense was accrued as of December 31, 2025. Any cash received from Amgen but not yet remitted to Royalty Pharma as of the balance sheet date will be reflected as restricted cash in the Consolidated Balance Sheet. There was no such restricted cash as of December 31, 2025.

The following table summarizes our cash and cash equivalent balances, cash flows and unused borrowing capacity available under our Facilities Agreement for the years indicated:

	Year Ended December 31,
	2025		2024
	(in thousands)
Cash, cash equivalents and restricted cash at beginning of period	$	2,638,747	$	3,185,984
Net cash provided by (used in) operating activities	1,127,580		(140,631)
Net cash used in investing activities	(276,155)		(548,350)
Net cash provided by financing activities	1,059,451		193,449
Net effect of foreign exchange rate changes	60,024		(51,705)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,970,900		(547,237)
Cash, cash equivalents and restricted cash at end of period	$	4,609,647	$	2,638,747
Unused borrowing capacity available under the Facilities Agreement, at end of year	$	140,000	$	—

Operating Activities

Cash provided by operating activities increased by $1.3 billion versus the prior year due to our significantly improved revenue and $1.5 billion of increase in gross margin in the current year, offset by continued funding of our development pipeline and commercial operations, and positive cash flows from changes in working capital due to timing of accounts receivable collections and payments on accrued expenses.

Investing Activities

Investing activities used $276.2 million of cash for the year ended December 31, 2025, compared to $548.4 million of cash used in the prior year due primarily to a decrease in capital expenditures, partially offset by an increase in acquired in-process research and development and regulatory milestone payments.

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Financing Activities

Financing activities provided $1.1 billion of cash for the year ended December 31, 2025, compared to $193.4 million of cash provided in the prior year period due primarily to $911.0 million of proceeds from sale of future royalties and higher proceeds from option exercises and employee share purchase plan, partially offset by a net reduction in debt borrowings in the current year period and higher payroll tax payments upon vesting of share-based compensation awards.

In 2026, we expect to repay approximately $60.5 million of outstanding bank loans.

Effects of Exchange Rates on Cash

As noted above, we hold RMB denominated cash in our Parent Company and incur foreign currency gains or losses when remeasuring such cash to the U.S. dollar. In the year ended December 31, 2025, we incurred realized gains on cash of $4.2 million that is included in the reconciling items between net income and net cash provided by operating activities on the consolidated statements of cash flows primarily related to the remeasurement of RMB denominated cash to USD. The RMB denominated cash in our Parent Company, however, is required to be used to fund RMB denominated expenditures and thus foreign currency gains or losses on such cash does not affect our ability to fund those expenditures.

We have substantial operations in China and Europe, where the functional currency is the RMB and EUR and as such the net cash flows are translated to the U.S. dollar for financial reporting. This process generates translation gains and losses on non-USD denominated cash held in those currency markets that are included in the effects of foreign exchange rate changes on the consolidated statements of cash flows, as such translation gains and losses are excluded from cash flows from operating, investing and financing activities.

Future Liquidity and Material Cash Requirements

Our material cash requirements in the short- and long-term consist of the following operational, capital, and manufacturing expenditures, a portion of which contain contractual or other obligations. We plan to fund our material cash requirements with cash on hand.

Contractual and Other Obligations

The following table summarizes our significant contractual obligations as of December 31, 2025:

			Payments Due by Period
	Total		Short-term		Long-term
	(in thousands)
Contractual obligations:
Operating lease commitments	$	80,569	$	23,653	$	56,916
Purchase commitments	205,175		202,833		2,342
Debt obligations	1,041,224		60,528		980,696
Interest on debt	110,322		50,722		59,600
Co-development funding commitment	130,393		130,393		—
Funding commitments	5,241		5,186		55
Capital commitments	46,431		46,431		—
Total	$	1,619,355	$	519,746	$	1,099,609

Operating Lease Commitments

We lease office facilities in California and Massachusetts in the U.S.; Basel, Switzerland; and office or manufacturing facilities in Beijing, Shanghai, Suzhou and Guangzhou in China; under non-cancelable operating leases expiring on various dates. Payments under operating leases are expensed on a straight-line basis over the respective lease terms. The aggregate future minimum payments under these non-cancelable operating leases are summarized in the table above.

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Purchase Commitments

As of December 31, 2025, purchase commitments amounted to $205.2 million, of which $24.9 million related to non-utilization fees and minimum purchase requirements for supply purchased from CMOs and $180.3 million related to binding purchase order obligations of inventory from Amgen. We do not have any minimum purchase requirements for inventory from Amgen.

Debt Obligations and Interest

Total debt obligations coming due in the next twelve months are $60.5 million. Total long-term debt obligations are $980.7 million. We have numerous financial and non-financial covenants on our debt obligations with various banks and other lenders. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of our loans in the event of default. As of December 31, 2025, we are in compliance with all covenants of our material debt agreements. See above regarding Liquidity and Capital Resources and Note 12 in the Notes to the Financial Statements for further detail of our debt obligations.

Interest on bank loans is paid quarterly until the respective loans are fully settled. For the purpose of contractual obligations calculation, current interest rates on floating rate obligations were used for the remainder contractual life of the outstanding borrowings.

Royalty Sale Liability

As described above, we have a contractual commitment to pay Royalty Pharma amounts received from Amgen related to Amgen’s sales of IMDELLTRA® in certain markets outside of China. While we have classified the upfront payment and the option exercise payment received from Royalty Pharma as a liability, the repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period, which is anticipated to extend at least through 2041. We have not included this liability in the table above because it does not constitute a fixed contractual obligation or a cancellable commitment from which the upfront payment and option exercise payment could be demanded for refund.

Co-Development Funding Commitments

Under our collaboration with Amgen, we are responsible for co-funding global clinical development costs for the licensed oncology pipeline assets, up to a total cap of $1.25 billion. We are funding our portion of the co-development costs by contributing cash and/or development services. As of December 31, 2025, our remaining co-development funding commitment was $130.4 million.

Funding Commitments

Funding commitments represent our committed capital related to equity investments. As of December 31, 2025, our remaining capital commitment was $5.2 million and is expected to be paid from time to time over the investment period.

Capital Commitments

We had capital commitments amounting to $46.4 million for the acquisition of property, plant and equipment as of December 31, 2025, related to various facilities across the globe.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses. We evaluate our estimates and judgments on an ongoing basis, and our actual results may differ from these estimates. We base our estimates on historical experience, known trends and events, contractual milestones and other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Certain of these estimates are considered critical as they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated financial statements. Our critical accounting estimates are summarized below. See Note 2 to our consolidated financial statements included in this Annual Report for a description of our significant accounting policies.

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Revenue Recognition

We recognize revenue when we transfer control of goods or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for goods and services. We generate revenue from product sales and revenue transactions with our collaboration partners.

Product Revenue

To determine the appropriate transaction price for our product sales at the time we recognize a sale to a direct customer, we estimate any rebates, chargebacks or discounts that ultimately will be due to the direct customer and other customers in the distribution chain under the terms of our contracts. Significant judgments are required in making these estimates. We include variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimate variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances, and other incentives using the expected value method.

Estimates for variable consideration for which reserves are established at the time of sale include government and commercial rebates, provisions for acceptance of NRDL pricing, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and our customers, health care providers and other indirect customers. Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as our historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns. We base our sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. To date, sales returns have not been significant.

Actual amounts of consideration ultimately received may differ from our estimates. We will reassess estimates for variable consideration periodically. If actual results in the future vary from our estimates, we will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

Collaboration Revenue

Our collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreements to provide research and development services and other deliverables. As part of the accounting for these arrangements, we must develop assumptions that require significant judgments to determine the standalone selling price for each performance obligation identified in the contract.

Standalone selling prices for licenses of intellectual property and the right to access and use intellectual property during an option period performance obligations are determined based on the probability-weighted present value of forecasted cash flows associated with the intellectual property. Stand-alone selling prices for research and development services performance obligations are based on the present value of estimated clinical trial costs plus a reasonable margin.

The estimates of standalone selling prices involve management’s key assumptions such as revenue growth rate, estimated clinical trial costs, mark-up rate, probability of technical and regulatory success, and discount rates. These significant assumptions are forward looking and could be affected by future economic, regulatory and market conditions.

At December 31, 2025, our existing deferred revenue balance related to collaborative arrangements was less than $1.0 million, and collaboration revenue is not expected to be a significant driver of our financial results until if and when additional agreements are entered into.

Measurement of Accrued Research and Development Expenses

Clinical trial costs are a significant component of our research and development expenses and are recognized as the related services are incurred and measured at the cost expected to be paid for those services. As such, certain of our research and development expenses in any one period are an estimate by us as to the amount incurred for that period but not yet invoiced to us by the service provider. We have a history of contracting with third parties that perform various clinical trial activities on behalf of us in the ongoing development of our product candidates. Expenses related to clinical trials not yet invoiced are accrued based on our estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become probable.

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Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting expenses that differ from amounts ultimately paid in any one period. To date, we have not made any material adjustments to our prior estimates of research and development expenses.

Measurement of Deferred Tax Assets

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating losses and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates that are based on a number of factors, including historical experience and short-range and long-range business forecasts. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Currently, we are in a three-year cumulative book loss position and as required by ASC 740, we provided a valuation allowance on all of our deferred tax assets. If and when we are no longer in a three-year cumulative loss position, the subsequent measurement of our deferred tax assets will subject to the estimation process noted above.

Subsequent Measurement of Long-Lived Assets

We test long-lived assets, which include property, plant and equipment and intangible assets with finite useful lives, for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in our expected future cash flows; a sustained, significant decline in the trading prices of our ADSs, our ordinary shares, and/or our RMB Shares and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. For the years ended December 31, 2025, 2024 and 2023, we determined there was no impairment of the value of our long-lived assets.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included in this Annual Report for information regarding recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Risk

We are exposed to risk related to changes in interest rates on our outstanding borrowings. We had $1.0 billion of outstanding floating rate debt as of December 31, 2025. A 100-basis point increase in interest rates as of December 31, 2025 would increase our annual pre-tax interest expense by approximately $10.4 million.

Foreign Currency Exchange Rate Risk

China Exchange Rate Regime

RMB is not freely convertible into foreign currencies for capital account transactions. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange prices. Since 2005, the RMB has been permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. The RMB compared to the U.S. dollar depreciated approximately 4.4% for the year ended December 31, 2025, and depreciated approximately 2.8% for both the years ended December 31, 2024 and 2023, respectively. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

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Transactional Risk

We are exposed to foreign exchange risk arising from various currency exposures when we enter into transactions denominated in foreign currencies. Our reporting currency is the U.S. dollar, and our most significant functional currencies are the U.S. dollar and the RMB. A portion of our operating transactions and monetary assets and liabilities are in currencies other than the U.S. dollar and RMB, primarily the U.S. dollar against the RMB, Euro, and Australian dollar. We recognized foreign exchange gains of $4.2 million during the year ended December 31, 2025 and foreign exchange losses of $16.0 million and $64.8 million for the years ended December 31, 2024 and 2023, respectively, resulting from changes in the value of the U.S. Dollar compared to the RMB and the revaluation impact of RMB-denominated deposits held in U.S. dollar functional currency entities.

Translational Risk

We also face foreign currency exposure that arises from translating the results of our global operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of the period, primarily the RMB against the U.S. dollar. A significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our foreign cash balances and trade receivables. Further, volatility in exchange rate fluctuations may have a significant impact on the foreign currency translation adjustments recorded in other comprehensive income (loss).

We have not used derivative financial instruments to reduce the effect of fluctuating currency exchange rates.

Effects of Inflation

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the year ended December 31, 2025.

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Item 8. Financial Statements and Supplementary Data

BEONE MEDICINES LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm	142
Consolidated statements of operations for the years ended December 31, 2025, 2024and 2023	145
Consolidated balance sheets as of December 31, 2025and 2024	147
Consolidated statements of comprehensiveincome(loss)for the years ended December 31, 2025, 2024and 2023	146
Consolidated statements of cash flows for the years ended December 31, 2025, 2024and 2023	148
Consolidated statements of shareholders’ equity for the years ended December 31, 2025, 2024and 2023	150
Notes to consolidated financial statements	151

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeOne Medicines Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BeOne Medicines Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Gross-to-Net U.S. Accruals for Sales Chargebacks and Third-Party Managed Rebates

Description of the Matter

At December 31, 2025, the Company recorded $79.1 million of contra AR accruals and $398.5 million of accrued rebates, returns and other deductions. As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition,” the Company recognizes revenue when the transfer of control of goods or services to the customer is completed. To determine the appropriate transaction price at the time revenue is recognized, the Company estimates variable consideration related to sales chargebacks and rebates that will ultimately be due to the customer and others in the distribution channel under the terms of their contracts. Where appropriate, these estimates take into consideration, among other items, the Company’s historical experience, current contractual and statutory requirements, and channel inventory levels. The Company recognizes revenue related to variable consideration to the extent it is probable that a significant revenue reversal will not occur and estimates variable consideration from sales chargebacks and rebates using the expected value method.<br><br><br><br>Auditing the Company’s United States accrued sales chargebacks and rebates owed pursuant to definitive contractual agreements or legal requirements with distributors, private (Managed Care and Group Purchasing Organizations) and public (Medicaid, Tricare, and Manufacturer’s Discounts) benefit providers was challenging due to the extent of effort required to audit the significant number of sales chargeback and rebate programs, as the terms vary by distributor and program and by benefit provider. Additionally, due to the volume of sales chargebacks and rebates, third-party processing and the timing of invoicing received from distributors and benefit providers, the actual amounts incurred for all distributors and benefit providers are not known at the time the financial statements are issued.

How We Addressed the Matter in Our Audit

We evaluated and tested the design and operating effectiveness of internal controls over the Company’s process used in determining the measurement and completeness of accrued sales chargebacks and rebates in the United States. This included testing controls over management’s review of contractual sales chargebacks and rebates and other inputs used in the estimation of accrued sales chargebacks and rebates in the United States, including but not limited to the Company’s historical results, current contractual and statutory requirements, channel inventory levels, and projected subsequent period invoicing. We tested controls over management’s review of contractual terms, and total invoicing to date, as well as controls to ensure that the data used to evaluate and support the significant assumptions were complete, accurate, and, where applicable, verified to external data sources.<br><br><br><br>To test the accrued sales chargebacks and rebates in the United States, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in determining the accrued sales chargebacks and rebates and evaluating the assumptions and inputs used by management. To evaluate the measurement and completeness of the accruals, we performed analytical procedures in combination with confirmations of a sample of the inventory remaining in the distribution channel at period end. We assessed the historical accuracy of management’s accrued sales chargebacks and rebates estimates by comparing prior period accrued sales chargebacks and rebates to the amount of actual payments made in subsequent periods. We examined terms and conditions for a sample of contracts with the Company’s customers and others in the distribution channel, tested a sample of credits issued and payments made throughout the year, and agreed rates to underlying contract terms. We independently calculated the sales chargeback and rebate accruals using actual invoicing, executed third party contracts, current period expense activity, and projected subsequent period invoicing. Finally, we assessed subsequent events and subsequent period invoicing to determine whether there was any new information that would require adjustment to the accruals.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Boston, Massachusetts

February 26, 2026

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeOne Medicines Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited BeOne Medicines Ltd.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, BeOne Medicines Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 26, 2026

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BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

		Year Ended December 31,
	Note	2025	2024	2023
		$	$	$
Revenues
Product revenue, net	13	5,282,061	3,779,546	2,189,852
Other revenue	3	60,972	30,695	268,927
Total revenues		5,343,033	3,810,241	2,458,779
Cost of sales - product		668,540	594,089	379,920
Gross profit		4,674,493	3,216,152	2,078,859
Operating expenses
Research and development		2,145,868	1,953,295	1,778,594
Selling, general and administrative		2,081,489	1,831,056	1,508,001
Total operating expenses		4,227,357	3,784,351	3,286,595
Income (loss) from operations		447,136	(568,199)	(1,207,736)
Interest income		70,505	69,641	78,373
Interest expense		(58,234)	(21,805)	(4,364)
Other (expense) income, net	6	(42,553)	(12,638)	307,891
Income (loss) before income taxes		416,854	(533,001)	(825,836)
Income tax expense	10	129,921	111,785	55,872
Net income (loss)		286,933	(644,786)	(881,708)
Earnings (loss) per share
Basic	14	0.20	(0.47)	(0.65)
Diluted	14	0.19	(0.47)	(0.65)
Weighted-average shares outstanding—basic		1,417,803,727	1,368,746,793	1,357,034,547
Weighted-average shares outstanding—diluted		1,474,829,908	1,368,746,793	1,357,034,547
Earnings (loss) per American Depositary Share (“ADS”)
Basic	14	2.63	(6.12)	(8.45)
Diluted	14	2.53	(6.12)	(8.45)
Weighted-average ADSs outstanding—basic		109,061,825	105,288,215	104,387,273
Weighted-average ADSs outstanding—diluted		113,448,454	105,288,215	104,387,273

The accompanying notes are an integral part of these consolidated financial statements.

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BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

		Year Ended December 31,
	Note	2025	2024	2023
		$	$	$
Net income (loss)		286,933	(644,786)	(881,708)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments	16	69,300	(47,565)	(25,464)
Other adjustments	16	1,504	(1,977)	3,435
Comprehensive income (loss)		357,737	(694,328)	(903,737)

The accompanying notes are an integral part of these consolidated financial statements.

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BEONE MEDICINES LTD.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

	As of December 31,
	2025	2024
	$	$
Assets
Current assets:
Cash and cash equivalents	4,547,530	2,627,410
Accounts receivable, net	865,080	676,278
Inventories, net	608,227	494,986
Prepaid expenses and other current assets	212,752	192,919
Total current assets	6,233,589	3,991,593
Property, plant and equipment, net	1,641,678	1,578,423
Operating lease right-of-use assets	148,184	139,309
Intangible assets, net	62,704	51,095
Other non-current assets	102,418	160,490
Total non-current assets	1,954,984	1,929,317
Total assets	8,188,573	5,920,910
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	479,035	404,997
Accrued expenses and other payables	1,109,120	803,713
Tax payable	41,625	25,930
Operating lease liabilities, current portion	20,698	17,576
Research and development cost share liability, current portion	64,345	111,154
Sale of future royalty liability, current portion	56,714	—
Short-term debt	57,293	851,529
Total current liabilities	1,828,830	2,214,899
Non-current liabilities:
Long-term debt	961,913	166,484
Sale of future royalty liability, non-current portion	850,242	—
Operating lease liabilities, non-current portion	52,940	44,277
Deferred tax liabilities	53,209	42,007
Research and development cost share liability, non-current portion	—	54,286
Other long-term liabilities	80,245	66,735
Total non-current liabilities	1,998,549	373,789
Total liabilities	3,827,379	2,588,688
Commitments and contingencies
Shareholders’ equity:
Ordinary shares, 0.0001 par value per share; 1,540,975,898 and 1,387,367,704 shares issued and 1,441,075,618 and 1,387,367,704 shares outstanding as of December 31, 2025 and 2024, respectively	144	138
Additional paid-in capital	12,759,137	12,087,908
Accumulated other comprehensive loss	(78,184)	(148,988)
Accumulated deficit	(8,319,903)	(8,606,836)
Total shareholders’ equity	4,361,194	3,332,222
Total liabilities and shareholders’ equity	8,188,573	5,920,910

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

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BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

		Year Ended December 31,
	Note	2025	2024	2023
		$	$	$
Cash flows from operating activities:
Net income (loss)		286,933	(644,786)	(881,708)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense		141,686	171,762	87,675
Share-based compensation expense	15	510,857	441,618	367,618
Acquired in-process research and development	3	691	60,000	46,800
Amortization of research and development cost share liability	3	(101,095)	(73,226)	(55,294)
Impairment of equity investments		75,626	6,838	7,529
Loss on long-term investments	6	596	17,184	8,692
Non-cash interest expense		14,872	—	—
Deferred income tax expense		9,469	25,983	689
Gain on BMS termination settlement		—	—	(362,917)
Other items, net		(2,953)	11,163	(5,998)
Changes in operating assets and liabilities:
Accounts receivable		(164,954)	(329,443)	(188,306)
Inventories		(93,168)	(91,496)	(140,948)
Other assets		37,164	45,126	12,120
Accounts payable		79,833	121,497	21,484
Accrued expenses and other payables		311,762	111,354	180,111
Deferred revenue		1,293	633	(255,587)
Other liabilities		18,968	(14,838)	587
Net cash provided by (used in) operating activities		1,127,580	(140,631)	(1,157,453)
Cash flows from investing activities:
Purchases of property and equipment		(185,839)	(492,663)	(561,896)
Purchase of in-process research and development		(60,691)	(31,800)	(15,000)
Purchase of intangible assets	3	(20,000)	(4,674)	(19,365)
Purchase of long-term investments	6	(11,834)	(19,006)	(14,900)
Proceeds from sale or maturity of short-term investments		3,446	2,655	673,240
Other investing activities		(1,237)	(2,862)	(2,075)
Net cash (used in) provided by investing activities		(276,155)	(548,350)	60,004
Cash flows from financing activities:
Proceeds from sale of future royalties	4	911,000	—	—
Proceeds from long-term loan	12	850,586	9,053	22,502
Repayment of long-term loan	12	(35,680)	(28,031)	(13,690)
Proceeds from short-term loans	12	233,676	868,270	661,530
Repayment of short-term loans	12	(1,044,781)	(704,216)	(309,576)
Payments of debt issuance costs	12	(23,392)	—	—
Payments of withholding taxes from share-based awards		(24,195)	—	—
Proceeds from option exercises and employee share purchase plan		196,281	45,373	55,712
Repayment of sale of future royalties liability	4	(4,044)	—	—
Other financing activities		—	3,000	—
Net cash provided by financing activities		1,059,451	193,449	416,478
Effect of foreign exchange rate changes, net		60,024	(51,705)	(8,082)
Net increase (decrease) in cash, cash equivalents, and restricted cash		1,970,900	(547,237)	(689,053)
Cash, cash equivalents, and restricted cash, beginning of year		2,638,747	3,185,984	3,875,037
Cash, cash equivalents, and restricted cash, end of year		4,609,647	2,638,747	3,185,984
Supplemental cash flow disclosures:
Cash and cash equivalents		4,547,530	2,627,410	3,171,800
Short-term restricted cash		41,284	9,312	11,473
Long-term restricted cash		20,833	2,025	2,711
Interest paid		52,452	51,175	19,753
Supplemental non-cash activities:
Accruals for capital expenditures		57,283	70,314	91,804
Purchase of in-process research and development included in accounts payable		—	60,000	31,800

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The accompanying notes are an integral part of these consolidated financial statements.

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BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

	Ordinary Shares Issued	Effect of Redomiciliation1	Total Outstanding Shares	Ordinary Shares Issued	Additional<br>Paid-In<br>Capital	Accumulated<br>Other<br>Comprehensive<br>Income/(Loss)	Accumulated<br>Deficit	Total
	Shares			$	$	$	$	$
Balance at December 31, 2022	1,356,140,180	—	1,356,140,180	135	11,540,979	(77,417)	(7,080,342)	4,383,355
Issuance of shares reserved for share option exercises	84,227	—	84,227	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	26,561,925	—	26,561,925	2	53,006	—	—	53,008
Cancellation of ordinary shares	(23,273,108)	—	(23,273,108)	(2)	(362,915)	—	—	(362,917)
Share-based compensation	—	—	—	—	367,618	—	—	367,618
Other comprehensive loss	—	—	—	—	—	(22,029)	—	(22,029)
Net loss	—	—	—	—	—	—	(881,708)	(881,708)
Balance at December 31, 2023	1,359,513,224	—	1,359,513,224	135	11,598,688	(99,446)	(7,962,050)	3,537,327
Use of shares reserved for share option exercises	(2,258,161)	—	(2,258,161)	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	30,112,641	—	30,112,641	3	45,550	—	—	45,553
Deconsolidation of a subsidiary	—	—	—	—	2,052	—	—	2,052
Share-based compensation	—	—	—	—	441,618	—	—	441,618
Other comprehensive loss	—	—	—	—	—	(49,542)	—	(49,542)
Net loss	—	—	—	—	—	—	(644,786)	(644,786)
Balance at December 31, 2024	1,387,367,704	—	1,387,367,704	138	12,087,908	(148,988)	(8,606,836)	3,332,222
Issuance of shares reserved for share option exercises	109,709,434	(112,772,594)	(3,063,160)	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	43,898,760	12,872,314	56,771,074	6	195,895	—	—	195,901
Share-based compensation	—	—	—	—	510,857	—	—	510,857
Withholding taxes from share-based awards	—	—	—	—	(35,523)	—	—	(35,523)
Other comprehensive income	—	—	—	—	—	70,804	—	70,804
Net income	—	—	—	—	—	—	286,933	286,933
Balance at December 31, 2025	1,540,975,898	(99,900,280)	1,441,075,618	144	12,759,137	(78,184)	(8,319,903)	4,361,194

1.Upon effectiveness of the Continuation, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation became part of the Company’s issued but not outstanding share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. The Company expects to use these treasury shares in the future to satisfy obligations to deliver shares in connection with awards granted under the Company’s equity incentive plans and agreements.

The accompanying notes are an integral part of these consolidated financial statements.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

1. Description of Business

Formerly known as BeiGene, Ltd., BeOne Medicines Ltd. (the “Company” or “BeOne”) is a global oncology company focused on discovering and developing innovative treatments that are more affordable and accessible to cancer patients worldwide.

Effective May 27, 2025, the Company changed its jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (such transaction, the “Continuation”), The Continuation did not change the accounting basis under U.S. generally accepted accounting principles (“GAAP”) of any of the Company’s consolidated assets, liabilities, equity, or any previous results of operations or cash flows.

In connection with the Continuation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation became part of the Company’s issued share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. See the Company’s final prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) on March 10, 2025 for a full description of the changes related to the Company’s ordinary shares following the Continuation.

Since its inception in 2010, the Company has become a fully integrated global organization with nearly 12,000 employees worldwide.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, estimates related to research and development accruals, estimates related to the sale of future royalty liability and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts of revenues and expenses. Actual results could differ from these estimates.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Functional Currency and Foreign Currency Translation

Functional currency and foreign currency gains and losses

The Company uses the U.S. dollar (“$” or U.S. dollar) as its reporting currency. Transactions in subsidiaries are recorded in the functional currency of the respective subsidiary and such transactions denominated in currencies other than the functional currency give rise to foreign exchange remeasurement (monetary assets and liabilities) and related gains and losses that are classified in other (expense) income, net in the consolidated statement of operations. The determination of functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters. For those periods presented, the Company has not entered into any foreign currency derivative instruments to hedge its foreign currency positions.

Foreign currency translation

For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the period and the exchange rate at the balance sheet date to translate the operating results and financial position to the U.S. dollar, which is the Company’s reporting currency. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value.

Restricted cash

Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for letters of credit and cash used to settle employee benefit obligations and related taxes. The Company classifies restricted cash as current or non-current based on the term of the restriction.

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by its board of directors.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at their invoiced amounts, net of trade discounts and allowances as well as an allowance for credit losses. The allowance for credit losses reflects the Company’s current estimate of credit losses expected to be incurred over the life of the receivables. The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the aging of receivables and aging trends, customer creditworthiness and specific exposures related to particular customers. The Company also monitors other risk factors and forward-looking information, such as country specific risks and economic factors that may affect a customer’s ability to pay in establishing and adjusting its allowance for credit losses. Accounts receivable are written off after all collection efforts have ceased.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Inventory

Prior to the regulatory approval of product candidates, the Company may incur costs for the manufacture of drug product to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, all such costs are recorded as research and development expenses as incurred.

Inventories are stated at the lower of cost and net realizable value, with cost determined in a manner that approximates weighted average cost. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates of future prices by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations.

Investments

The Company’s investments consist of convertible note instruments, public equity securities with readily determinable fair values, private equity securities without readily determinable fair values, and equity-method investments. The classification of an investment is determined based on the nature of the investment, the Company’s ability and intent to hold the investment, and the degree to which the Company may exercise influence over the investee.

•Convertible note instruments are recorded using the fair value option method of accounting. Accordingly, convertible note instruments are remeasured at fair value on a recurring basis, with any changes in the fair value option recorded in other (expense) income, net.

•Public equity securities with readily determinable fair values are recorded at fair value. Subsequent changes in fair value are recorded in other (expense) income, net. Derivative financial instruments to purchase public equity securities are recorded at fair value. The estimated fair value of derivative financial instruments is determined based on the Black-Scholes valuation model. Changes in fair value of derivative instruments are recorded in other (expense) income, net.

•Private equity securities without readily determinable fair values and where the Company does not have significant influence are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Adjustments to private equity securities are recorded in other (expense) income, net.

•Equity investments in common stock or in-substance common stock where the Company has significant influence over the financial and operating policies of the investee are accounted for as equity-method investments. Equity-method investments are initially recorded at cost and subsequently adjusted based on the Company’s percentage ownership in the investee’s income and expenses, as well as dividends, if any. The Company records its share of the investee’s results of operations in other (expense) income, net. The Company records impairment losses on our equity method investments if it deems the impairment to be other-than-temporary. The Company deems an impairment to be other-than-temporary based on various factors, including but not limited to, the length of time the fair value is below the carrying value and ability to retain the investment to allow for a recovery in fair value.

Realized gains or losses on sales of investments are determined based on the specific identification method.

The Company regularly evaluates its investments for impairment. The Company recognized impairment losses from observable price changes in orderly transactions for a similar investment of $75,626, $7,635 and $7,529 related to its investments in equity during the years ended December 31, 2025, 2024 and 2023, respectively.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Property, plant and equipment, other than land and construction in progress, are depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:

	Useful Lives
Building	20 to 30 years
Manufacturing equipment	3 to 10 years
Laboratory Equipment	3 to 5 years
Software, Electronic and Office Equipment	3 to 5 years
Leasehold Improvements	Lesser of useful life or lease term

The Company periodically evaluates whether events and circumstances have occurred that indicate the estimated useful lives of its long-lived assets may require reassessment.

Leases

The Company applies ASC, Topic 842, Leases (“ASC 842”) to account for its leases. The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of December 31, 2025. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a right-of-use (“ROU”) asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period in which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option.

Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities.

Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term.

Land Use Right, Net

All land in the PRC is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. As of December 31, 2025, the Company held land use rights in the following regions:

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

	Terms
Guangzhou	50 years
Beijing	36 years
Suzhou	30 years
Shanghai	47 years

Intangible Assets

Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Intangible assets associated with milestone payments made to third parties subsequent to regulatory approval are recorded at cost. Identifiable intangible assets consist of post-approval milestone payments under license and commercialization agreements, that are amortized over the remainder of the product patent or the term of the commercialization agreements; and trading licenses that are amortized over the initial license term.

Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2025, 2024 and 2023, the Company determined that there were no indicators of impairment of its intangible assets.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2025, 2024 and 2023, there was no impairment of the value of the Company’s long-lived assets.

Fair Value Measurements

Fair value of financial instruments

The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Financial instruments measured at fair value on a recurring basis

The following tables set forth assets measured at fair value on a recurring basis as of December 31, 2025 and 2024:

As of December 31, 2025	Quoted Price<br>in Active<br>Market for<br>Identical<br>Assets<br>(Level 1)	Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)	Significant<br>Unobservable<br>Inputs<br>(Level 3)
	$	$	$
Cash equivalents:
Money market funds	2,384,656	—	—
Other non-current assets:
Equity securities with readily determinable fair values	—	2	—
Convertible debt instrument	—	—	6,135
Other	1,271	—	—
Total	2,385,927	2	6,135		As of December 31, 2024	Quoted Price<br>in Active<br>Market for<br>Identical<br>Assets<br>(Level 1)	Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)	Significant<br>Unobservable<br>Inputs<br>(Level 3)
---	---	---	---
	$	$	$
Cash equivalents
Money market funds	950,704	—	—
Prepaid expenses and other current assets:
Convertible debt instrument	—	—	618
Other non-current assets:
Equity securities with readily determinable fair values	2,113	168	—
Convertible debt instrument	—	—	4,616
Total	952,817	168	5,234

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consisted of holdings in common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company. The common stock investment was measured and carried at fair value and classified as a Level 1 investment. The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment. In 2025, the Company sold its common stock holdings. Refer to Note 6, Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.

The Company holds convertible notes issued by private biotech companies. The Company has elected the fair value option method of accounting for the convertible notes. Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other (expense) income, net. The Company recorded gain on fair value adjustments of $1,368 for the year ended December 31, 2025 and losses on fair value adjustments of $4,842 and $1,492 for the years ended December 31, 2024 and 2023, respectively.

There were no transfers of instruments between levels of valuation categories during the years ended December 31, 2025 and 2024.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature. Long-term debt approximates its fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities.

Revenue Recognition

The Company applies ASC, Topic 606, Revenue from Contracts with Customers (“ASC 606”) to account for its revenue transactions.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.

Product Revenue

In the U.S. and EU, the Company generates product revenues from the sale of BRUKINSA® and TEVIMBRA®. In China, the Company generates product revenues from the sale of its internally developed drugs TEVIMBRA, BRUKINSA and PARTRUVIX®, and the sale of in-licensed products through its agreements with Amgen, BMS, Bio-Thera, EUSA Pharma and Luye Pharmaceutical. Under the commercial profit share arrangement with Amgen, the Company is the principal for in-licensed product sales to customers in China during the commercialization period and recognizes 100% of net product revenue on these sales. Amounts due to Amgen for its portion of net product sales are recorded as cost of sales.

In the U.S., the Company distributes its products through specialty pharmacies and specialty distributors. The specialty pharmacies and specialty distributors subsequently resell the product to health care providers and patients. In the EU, the Company distributes its products through distributors or directly to hospitals. In China, the Company sells its internally developed products to multiple distributors, who in turn sell the product to hospitals or pharmacies within their authorized territories to be sold ultimately to patients. In-licensed products are sold to a first tier distributor who subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients.

The Company is the principal under the product sales as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to the customer. For product sales transactions, the Company has a single performance obligation which is to sell the products to its customer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the customer. The Company’s payment terms are approximately 30-90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Estimates for variable consideration for which reserves are established at the time of sale include government and commercial rebates, provisions for acceptance of National Reimbursement Drug List (“NRDL”) pricing in the PRC, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its customers, health care providers and other indirect customers. Where appropriate, these estimates take into consideration relevant factors such as the Company's historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. To date, sales returns have not been significant.

Collaboration Revenue

At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above.

The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

Options to License Intellectual Property: Upfront non-refundable payments for options to license the Company’s intellectual property are evaluated to determine if the option represents a material right and is distinct from the other performance obligations identified in the arrangement. For options determined to be a material right and distinct, the Company defers the non-refundable up-front fees allocated to the option and recognizes revenues at a point in time, at the earlier of when the option is exercised or the option period expires.

Right to Access Intellectual Property during the Option Period: The portion of a transaction price allocated to the other parties right to access the Company’s intellectual property to generate their own data during an option period is deferred and recognized as collaboration revenue over the option period on a straight-line basis as the right to use the intellectual property is provided and the data generated.

Research and Development Services: The portion of a transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process. Regulatory milestones are included in the transaction price in the period regulatory approval is obtained.

Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Research and Development Expenses

Research and development expenses consist of the costs associated with our research and development activities, conducting preclinical studies and clinical trials, and activities related to regulatory filings, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses.

Clinical trial costs are a significant component of the Company’s research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates. Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become probable.

Acquired In-Process Research and Development Expense

The Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments (prior to government approval), are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized.

Government Grants

Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other income upon receipt. During the years ended December 31, 2025, 2024 and 2023, the Company recognized other income of $22,718, $22,326, and $23,989, respectively, for government grants received after the related expenses have been incurred.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In the event government grants or incentives involve continuing performance obligations, the Company will recognize the payment as a liability and amortize it within the same financial statement caption as the performance obligation relates over the performance period. The Company received government assistance in the form of cash primarily to support the Guangzhou manufacturing facility build-out and research and development programs.

Government assistance received to support the Guangzhou manufacturing facility build-out is recognized as other long-term liabilities and amortized over the same useful lives of the related assets as depreciation expense. As of December 31, 2025 and 2024, other long-term liabilities related to the Guangzhou manufacturing facility build-out totaled $28,900 and $30,235, respectively. For the years ended December 31, 2025, 2024 and 2023, depreciation expense is presented net of amortization of government assistance of $2,587, $3,053 and $2,938, respectively.

Government assistance received to support research and development programs is recorded as other long-term liabilities upon receipt and recognized as other income when the associated research and development programs are completed. As of December 31, 2025 and 2024, other long-term liabilities related to research and development programs totaled $79 and $89, respectively. No income was recognized during the three years ended December 31, 2025 related to grants received for research and development programs.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive income (loss) includes net income (loss), foreign currency translation adjustments and pension liability adjustments, and is presented in the consolidated statements of comprehensive income (loss).

Share-Based Compensation

Awards granted to employees

The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company’s grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options is calculated using an option pricing model. The fair value of restricted shares and restricted share units are based on the closing market price of our ADSs on the Nasdaq Global Select Market on the date of grant. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed.

ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Awards granted to non-employees

The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The grant date is the measurement date of the fair value of the equity instrument issued. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees. The Company estimated the fair value of share options granted to non-employees using the same method as employees.

Modification of awards

A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

Sale of Future Royalty Liability

The Company records upfront payments received from the sale of future royalties as a liability. Royalty payments made to the purchaser are recorded as a reduction of the liability or accrued interest. The Company accounts for the associated interest expense under the effective interest rate method, while continuing to recognize the full amount of royalty revenue in the period in which the counterparty sells the related product and recognizes the related revenue.

The Company calculates the liability related to the sale of future royalties, effective interest rate and the related interest expense using the current estimate of anticipated future royalty payments under the arrangement, which is periodically reassessed based on internal projections of future royalty revenues and information from partners who are responsible for commercializing the medicines. If there is a material change in the estimate, the Company will prospectively adjust the effective interest rate and the related interest expense.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes in the financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per ordinary share is computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s ordinary shares issuable upon the conversion of the share options, and unvested employee share purchase plan, restricted shares units, employee share purchase plan (“ESPP”) shares and performance-based restricted shares units (“PSUs”) using the treasury stock method. The dilutive effects of PSUs are included in the weighted average common share calculation based on the cumulative achievement against the performance targets only when the performance targets have been achieved as of the end of the reporting period.

Ordinary share equivalents are excluded from the computation of diluted earnings (loss) per share if their effects would be anti-dilutive. Basic and diluted earnings (loss) per ordinary share is presented in the Company’s consolidated statements of operations.

Segment Information

In accordance with ASC 280, Segment Reporting, the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment: pharmaceutical products.

Concentration of Risks

Concentration of cash and credit risk

Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and accounts receivable.

As of December 31, 2025 and 2024, $4,547,530 and $2,627,410 were deposited with various major reputable financial institutions located in the U.S., PRC and other international financial institutions. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unable to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.

As of December 31, 2025 and 2024, the Company had accounts receivable, net of $865,080 and $676,278, respectively. Accounts receivable, net represent amounts arising from product sales. The Company monitors economic conditions to identify facts or circumstances that may indicate receivables are at risk of collection.

Customer concentration risk

For the year ended December 31, 2025, sales to the Company’s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.5%, 17.5% and 10.1% of product revenue, respectively, and collectively, represented approximately 37.1% of trade accounts receivable as of December 31, 2025.

For the year ended December 31, 2024, sales to the Company’s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.0%, 16.9% and 11.1% of product revenue, respectively, and collectively, represented approximately 51.0% of trade accounts receivable as of December 31, 2024.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Recent Accounting Pronouncements

New accounting standards which have been adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold; (2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received); and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign. The Company adopted ASU 2023-09 effective December 31, 2025 on a prospective basis. Refer to Footnote 10 for income taxes related disclosures.

New accounting standards which have not yet been adopted

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The update requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The update further specifies that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs. This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact on its financial statements of adopting this guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

3. Collaborative, Licensing and Other Arrangements

The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates. To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements. These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing.

During the three years ended December 31, 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA® sales outside of China under the Amgen collaboration agreement, revenue generated under the Novartis broad markets agreement, and research and development services revenue and right to access intellectual property revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

The following table summarizes total other revenue recognized for the years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
Other Revenue	$	$	$
Amgen royalty revenue	40,733	7,841	—
Novartis broad markets revenue	17,598	18,259	8,859
Research and development service revenue	—	—	79,431
Right to access intellectual property revenue	—	—	104,477
Material rights revenue	—	—	71,980
Other	2,641	4,595	4,180
Total	60,972	30,695	268,927

In-Licensing Arrangements - Commercial

Amgen

In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (as amended, the “Amgen Collaboration Agreement”) for the commercialization and development in China (excluding Hong Kong, Macao and Taiwan) (the “Collaboration Territory”), of Amgen’s XGEVA®, KYPROLIS®, and BLINCYTO®, and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with the Company responsible for development and commercialization in the Collaboration Territory. The agreement became effective on January 2, 2020, following approval by the Company’s shareholders and satisfaction of other closing conditions.

Under the agreement, the Company is responsible for the commercialization of XGEVA®, KYPROLIS® and BLINCYTO® in the Collaboration Territory for so long as each product is sold in the Collaboration Territory following each product’s regulatory approval in the Collaboration Territory. Amgen is responsible for manufacturing the products globally and supplying the products to the Company at an agreed upon price. The Company and Amgen share equally in the Collaboration Territory commercial profits and losses during the commercialization period.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Amgen and the Company are also jointly developing a portfolio of Amgen oncology pipeline assets under the collaboration. The Company is responsible for conducting clinical development activities in the Collaboration Territory and co-funding global development costs by contributing cash and development services up to a total cap of $1,250,000. Amgen is responsible for all development, regulatory and commercial activities outside of the Collaboration Territory. For each pipeline asset that is approved in the Collaboration Territory, the Company will receive commercial rights for seven years from approval. The Company has the right to retain approximately one out of every three approved pipeline assets, other than LUMAKRAS® (sotorasib) (“AMG 510”), Amgen’s KRAS G12C inhibitor, for commercialization in the Collaboration Territory. The Company and Amgen will share equally in the Collaboration Territory commercial profits and losses during the commercialization period. The Company is entitled to receive royalties from sales in the Collaboration Territory for pipeline assets returned to Amgen for five years after the seven-year commercialization period. The Company is also entitled to receive royalties from global sales of each product outside of the Collaboration Territory (with the exception of AMG 510).

In April 2022, the parties entered into the First Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to the financial responsibilities of the parties in connection with the development and commercialization of certain Amgen proprietary products for the treatment of oncology-related diseases and conditions. In connection with the Company’s ongoing assessment of the Amgen Collaboration Agreement cost-share contributions, the Company determined that further investment in the development of LUMAKRAS® was no longer commercially viable for the Company. As a result, in February 2023, the Company and Amgen entered into the Second Amendment to the Amgen Collaboration Agreement to (i) stop sharing costs with Amgen for the further development of LUMAKRAS® during the period starting January 1, 2023 and ending August 31, 2023; and (ii) cooperate in good faith to prepare a transition plan with the termination of LUMAKRAS® from the Amgen Collaboration Agreement.

In October 2025, the parties entered into the Third Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to financial responsibility for early access programs in certain regions of the Collaboration Territory and commercial supply of IMDELLTRA® (tarlatamab-dlle). In November 2025, the parties entered into the Fourth Amendment to the Amgen Collaboration Agreement, which extends the Company’s commercialization rights to certain products in the Collaboration Territory.

The Amgen Collaboration Agreement is within the scope of ASC 808, as both parties are active participants and are exposed to the risks and rewards dependent on the commercial success of the activities performed under the agreement. The Company is the principal for product sales to customers in the Collaboration Territory during the commercialization period and will recognize 100% of net product revenue on these sales. Amounts due to Amgen for its portion of net product sales will be recorded as cost of sales. Cost reimbursements due to or from Amgen under the profit share will be recognized as incurred and recorded to cost of sales; selling, general and administrative expense; or research and development expense, based on the underlying nature of the related activity subject to reimbursement. Costs incurred for the Company’s portion of the global co-development funding are recorded to research and development expense as incurred.

In connection with the Amgen Collaboration Agreement, a Share Purchase Agreement (“SPA”) was entered into by the parties on October 31, 2019. On January 2, 2020, the closing date of the transaction, Amgen purchased 15,895,001 of the Company’s ADSs for $174.85 per ADS, representing a 20.5% ownership stake in the Company. Per the SPA, the cash proceeds shall be used as necessary to fund the Company’s development obligations under the Amgen Collaboration Agreement. Pursuant to the SPA, Amgen also received the right to designate one member of the Company’s board of directors, and Anthony Hooper joined the Company’s board of directors as the Amgen designee in January 2020. Amgen relinquished its right to appoint a designated director to the Company’s board of directors in January 2023.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In determining the fair value of the common stock at closing, the Company considered the closing price of the common stock on the closing date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions. The fair value of the shares on the closing date was determined to be $132.74 per ADS, or $2,109,902 in the aggregate. The Company determined that the premium paid by Amgen on the share purchase represents a cost share liability due to the Company’s co-development obligations. The fair value of the cost share liability on the closing date was determined to be $601,857 based on the Company’s discounted estimated future cash flows related to the pipeline assets. The estimation of future cash flows involved management assumptions of revenue growth rates and probability of technical and regulatory success of the pipeline assets. The total cash proceeds of $2,779,241 were allocated based on the relative fair value method, with $2,162,407 recorded to equity and $616,834 recorded as a research and development cost share liability. The cost share liability is being amortized proportionately as the Company contributes cash and development services to its total co-development funding cap.

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the years ended December 31, 2025, 2024 and 2023 were as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
BeOne’s portion of the development funding	205,238	148,391	108,608
Less: Amortization of research and development cost share liability	101,095	73,226	55,294
Research and development expense	104,143	75,165	53,314
			As of December 31, 2025
Remaining portion of development funding cap			130,393

As of December 31, 2025 and 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

	As of December 31,
	2025	2024
	$	$
Research and development cost share liability, current portion	64,345	111,154
Research and development cost share liability, non-current portion	—	54,286
Total research and development cost share liability	64,345	165,440

The net reimbursement paid under the commercial profit-sharing agreement for in-line product sales is classified in the consolidated statements of operations for the three years ended December 31, 2025 as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Cost of sales - product	35,985	37,150	8,358
Selling, general and administrative	(99,448)	(83,674)	(60,917)
Research and development	(3,115)	(2,438)	1,688
Total	(66,578)	(48,962)	(50,871)

The Company purchases commercial inventory from Amgen to distribute in the Collaboration Territory. Total inventory purchases amounted to $263,896, $247,655 and $108,691, respectively, during the years ended December 31, 2025, 2024 and 2023. Net amounts payable to Amgen as of December 31, 2025 and 2024 were $79,097 and $116,563, respectively.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Out-Licensing Arrangements

Novartis

Tislelizumab Collaboration and License

In January 2021, the Company entered into a collaboration and license agreement with Novartis, granting Novartis rights to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan (the “Novartis Territory”). The Company and Novartis agreed to jointly develop tislelizumab in these licensed countries, with Novartis responsible for regulatory submissions after a transition period and for commercialization upon regulatory approvals. In addition, both companies had the ability to conduct clinical trials globally to explore combinations of tislelizumab with other cancer treatments, and the Company has an option to co-detail the product in North America, funded in part by Novartis.

Under the agreement the Company received an upfront cash payment of $650,000 from Novartis. A portion of the transaction price was allocated to the R&D services to be performed under the agreement and deferred and was being recognized as collaboration revenue as the R&D services were performed using a percentage-of-completion method.

In September 2023, the Company and Novartis agreed to mutually terminate the collaboration and license agreement, effective immediately. Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis. Novartis may continue its ongoing clinical trials and has the ability to conduct future combination trials with tislelizumab subject to the Company’s approval. The Company agreed to provide Novartis with ongoing clinical supply of tislelizumab to support its clinical trials. Pursuant to the termination agreement, Novartis agreed to provide transition services to the Company to enable key aspects of the tislelizumab development and commercialization plan to proceed without disruption, including manufacturing, regulatory, safety and clinical support. Upon termination of the agreement in September 2023, there were no further performance obligations, and the remaining deferred revenue balance associated with the tislelizumab R&D services was recognized in full.

The following table summarizes collaboration revenue recognized in connection with the tislelizumab collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Research and development service revenue	—	—	72,278
Other 1	—	2,113	5,067
Total	—	2,113	77,345

1 Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.

Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement

In December 2021, the Company expanded its collaboration with Novartis by entering into an option, collaboration and license agreement with Novartis to develop, manufacture and commercialize the Company’s investigational TIGIT inhibitor ociperlimab in the Novartis Territory. In addition, the Company and Novartis entered into an agreement granting the Company rights to market, promote and detail five approved Novartis oncology products, TAFINLAR® (dabrafenib), MEKINIST® (trametinib), VOTRIENT® (pazopanib), AFINITOR® (everolimus), and ZYKADIA® (ceritinib), across designated regions of China referred to as “broad markets.” In the first quarter of 2022, the Company initiated marketing and promotion of these five products.

Under the terms of the option, collaboration and license agreement, the Company received an upfront cash payment of $300,000. At inception, a portion of the upfront cash payment was deferred related to performance obligations to be satisfied at a later point in time or over time.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately. Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab. Upon termination the Company had no further performance obligations under the collaboration, and all remaining deferred revenue balances were recognized in full. The China broad markets agreement remains in place.

The following table summarizes collaboration revenue recognized in connection with the ociperlimab option, collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Research and development service revenue	—	—	7,153
Right to access intellectual property revenue	—	—	104,477
Material rights revenue	—	—	71,980
Novartis broad markets revenue	17,598	18,259	8,859
Total	17,598	18,259	192,469

In-Licensing Arrangements - Development

The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories. These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.

Upfront and milestone payments made under these arrangements for the years ended December 31, 2025, 2024 and 2023 are set forth below. All upfront and development milestones were expensed to research and development expense. All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or the term of the commercialization agreements.

		Year Ended December 31,
		2025	2024	2023
Payments due to collaboration partners	Classification	$	$	$
Upfront payments	Research and development expense	691	60,027	46,800
Development milestone payments	Research and development expense	—	54,000	—
Regulatory and commercial milestone payments	Intangible asset	20,000	—	24,365
Total		20,691	114,027	71,165

The Company has entered into a number of in-licensing collaborative arrangements during the years ended December 31, 2025, 2024 and 2023. A summary of amounts incurred under these arrangements is included above. The Company may be required to pay additional amounts upon the achievement of various development and commercial milestones under these agreements. The Company may also incur significant research and development costs if the related product candidate were to advance to late-stage clinical trials. In addition, if any products related to these collaborations are approved for sale, the Company may be required to pay significant milestones upon approval and milestones and/or royalties on future sales. The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

4. Sale of Future IMDELLTRA® Royalties

On August 25, 2025, the Company entered into an agreement (“Royalty Agreement”) to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA® (tarlatamab-dlle) for up to $950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”). Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $885,000 upon closing of the Royalty Agreement. Subsequently, the Company exercised its option to sell additional royalties to Royalty Pharma and received $26,000 in the fourth quarter of 2025. The Company will share in a portion of the royalty on annual sales above $1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.

The Company evaluated the arrangement and determined that the proceeds from the sale of future IMDELLTRA® royalties, as well as the option to sell remaining royalties when and if exercised, should be treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration. At the transaction date, the Company recognized the upfront proceeds of $885,000 and, subsequently, the option proceeds of $26,000, as liabilities and is amortizing them using the effective interest method over the life of the arrangement. The Company imputes interest expense associated with the liability using the effective interest rate method. The effective interest rate is the rate that equates the present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability. The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast. The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and current market conditions using the prospective method. A significant increase or decrease in future royalty revenues will materially impact the timing of royalty sale liability amortization, interest expense and the time period for repayment. The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount or timing of such payments is materially different than its initial estimates, the Company will prospectively adjust the amortization of the liability and the related interest expense.

The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period. The repayment does not follow a fixed repayment schedule and will be recognized over the life of the royalty stream, which is expected to occur through at least 2041. The Royalty Agreement also contains customary representations, warranties, covenants, and indemnification provisions.

As of December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

	As of
	December 31, 2025
	$
Sale of future royalty liability, current portion	56,714
Sale of future royalty liability, non-current portion	850,242
Total sale of future royalty liability	906,956

The following table summarizes the sale of future royalty liability activity during the year ended December 31, 2025:

	Royalty Sale Liability
	$
Balance at August 25, 2025	885,000
Proceeds from option exercise	26,000
Payments to Royalty Pharma, excluding effective interest payments	(4,044)
Balance at December 31, 2025	906,956

The carrying value of the sale of future royalty liability approximates fair value as of December 31, 2025 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs. The Company recognized interest expense of $19,760 related to this arrangement for the year ended December 31, 2025, of which $14,180 was accrued as of December 31, 2025. The effective annual imputed interest rate was 6.4% as of December 31, 2025.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

5. Restricted Cash

The Company’s restricted cash primarily consist of RMB-denominated cash deposits held in designated bank accounts for collateral for letters of credit and cash used to settle employee benefit obligations and related taxes. The Company classifies restricted cash as current or non-current based on term of restriction. Restricted cash as of December 31, 2025 and 2024 was as follows:

	As of December 31,
	2025	2024
	$	$
Short-term restricted cash	41,284	9,312
Long-term restricted cash	20,833	2,025
Total	62,117	11,337

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR Offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors. As of December 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $146,253.

6. Investments

The following table summarizes the Company’s investments in equity securities:

	As of December 31,
	2025	2024
	$	$
Equity securities with readily determinable fair values 1	2	2,281
Equity securities without readily determinable fair values
Pi Health, Inc. 2	422	40,798
Other3	32,732	48,157
Equity-method investments 4	22,387	33,081
Total	55,543	124,317

1 Represents common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company. The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other (expense) income, net. In the fourth quarter of 2025, the Company sold its common stock holdings.

2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $38,063. The consideration received for the divestiture consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $40,798 and cash consideration of $1,000. The transaction resulted in a pre-tax gain of $3,735 recorded within other (expense) income, net during year ended December 31, 2024. The Company accounts for its investment as a private equity security without a readily determinable fair value, and the divestiture was not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations. In the fourth quarter of 2025, the Company recognized an impairment loss of $40,376 within other (expense) income, net resulting from a decline in enterprise value in business reorganization.

3 In the third quarter of 2025, the Company recognized an impairment loss of $15,552 within other (expense) income, net, resulting from a decline in the enterprise value related to a business acquisition of one of its investees.

4 In the first quarter of 2025, as a result of the wind-down of the operations and related financial obligations of one of the Company’s equity-method investments, the investment’s fair value was assessed to be zero. The Company recognized an other-than-temporary impairment loss of $12,376 within unrealized losses from equity-method investments.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes realized and unrealized losses related to investments in equity securities recorded in other (expense) income, net:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Equity securities with readily determinable fair values	(1,252)	(1,307)	(425)
Equity securities without readily determinable fair values	(58,282)	(7,596)	(6,448)
Equity-method investments	(14,982)	(10,275)	(7,856)

The following table summarizes the portion of unrealized losses that relates to equity securities still held by the Company as of December 31, 2025:

	Year Ended December 31,
	2025
	$
Net losses recognized on equity securities	(74,516)
Less: net losses recognized on equity securities sold	(16,638)
Net unrealized losses on equity securities held at end of period	(57,878)

7. Leases

The Company has operating leases for office and manufacturing facilities in the U.S., Switzerland, and China. The leases have remaining lease terms of up to five years, some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets. The Company has land use rights, which represent land acquired for the biologics manufacturing facility in Guangzhou, the land acquired for the Company’s research, development and office facility in Changping, Beijing, the land acquired for the Company’s research, development and manufacturing facility in Suzhou, and the land acquired for the Company’s research and development facility in Shanghai. The Company also has certain leases with terms of 12 months or less for certain equipment, office and lab space, which are expensed and not recorded on the balance sheet.

The components of lease expense were as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Operating lease cost	24,899	26,575	25,978
Variable lease cost	4,282	4,580	6,101
Short-term lease cost	1,804	2,897	1,683
Total lease cost	30,985	34,052	33,762

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Supplemental balance sheet information related to leases was as follows:

	As of December 31,
	2025	2024
	$	$
Operating lease right-of-use assets	69,306	60,639
Land use rights, net	78,878	78,670
Total operating lease right-of-use assets	148,184	139,309
Current portion of operating lease liabilities	20,698	17,576
Operating lease liabilities, non-current portion	52,940	44,277
Total lease liabilities	73,638	61,853

Maturities of operating lease liabilities are as follows:

	Amounts
	$
Year ending December 31, 2026	23,653
Year ending December 31, 2027	21,761
Year ending December 31, 2028	16,453
Year ending December 31, 2029	11,173
Year ending December 31, 2030	6,641
Thereafter	888
Total lease payments	80,569
Less imputed interest	(6,931)
Present value of lease liabilities	73,638

Other supplemental information related to leases is summarized below:

	Year ended December 31,
	2025	2024	2023
	$	$	$
Operating cash flows used in operating leases	24,000	56,005	27,985
ROU assets obtained in exchange for new operating lease liabilities	29,826	47,066	11,854			As of December 31,
---	---	---	---	---
	2025		2024
Weighted-average remaining lease term (years)	4		4
Weighted-average discount rate	5.02	%	5.23	%

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

8. Property, Plant and Equipment, Net

Property, plant and equipment, net are recorded at cost less accumulated depreciation and consisted of the following:

	As of December 31,
	2025	2024
	$	$
Land	71,434	65,485
Building	1,187,836	607,857
Manufacturing equipment	273,769	244,255
Laboratory equipment	309,471	240,885
Software, electronics and office equipment	124,136	100,348
Leasehold improvements	76,568	64,680
Property and equipment, at cost	2,043,214	1,323,510
Less: Accumulated depreciation	(528,695)	(399,105)
Construction in progress	127,159	654,018
Property, plant and equipment, net	1,641,678	1,578,423

The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey. In the year ended December 31, 2025, $469,006 of assets were placed into service. As of December 31, 2025, the Company had construction in progress of $91,390 related to the Hopewell facility, the majority of which will be put into service in 2026.

Construction in progress (“CIP”) as of December 31, 2025 and 2024 primarily related to the Hopewell facility and the research and development facility acquired in 2024. CIP by fixed asset class are summarized as follows:

	As of December 31,
	2025	2024
	$	$
Manufacturing equipment	92,673	89,897
Laboratory equipment	7,997	9,805
Building	16,442	528,629
Other	10,047	25,687
Total	127,159	654,018

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 were $131,615, $166,938 and $80,436, respectively. Included within depreciation expense for the year ended December 31, 2024 is $59,792 of accelerated depreciation expense resulting from the move of production to more efficient, larger scale equipment for TEVIMBRA.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

9. Intangible Assets

Intangible assets as of December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025			December 31, 2024
	Gross<br>carrying<br>amount	Accumulated<br>amortization	Intangible<br>assets, net	Gross<br>carrying<br>amount	Accumulated<br>amortization	Intangible<br>assets, net
	$	$	$	$	$	$
Finite-lived intangible assets:
Developed products	77,486	(15,291)	62,195	62,889	(12,370)	50,519
Other	8,987	(8,478)	509	8,987	(8,411)	576
Total finite-lived intangible assets	86,473	(23,769)	62,704	71,876	(20,781)	51,095

Developed products represent post-approval milestone payments under license and commercialization agreements. The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements.

Amortization expense for developed products is included in cost of sales-product in the accompanying consolidated statements of operations. Amortization expense for other intangible assets is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The weighted-average life for each finite-lived intangible assets is approximately 10 years. Amortization expense is as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Amortization expense - Cost of sales - product	10,004	4,729	3,739
Amortization expense - Selling, general and administrative	67	95	3,500
Total	10,071	4,824	7,239

Estimated amortization expense for each of the five succeeding years and thereafter, as of December 31, 2025 is as follows:

Year Ending December 31,	Cost of Sales - Product	Total
2026	6,226	6,293
2027	6,226	6,293
2028	6,226	6,293
2029	6,226	6,293
2030	6,226	6,293
2031 and thereafter	31,065	31,239
Total	62,195	62,704

All values are in US Dollars.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

10. Income Taxes

The components of income (loss) before income taxes are as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Switzerland	189,967	277,710	(21,368)
U.S.	203,189	201,516	117,446
PRC	(66,300)	(263,159)	(315,852)
Other	89,998	(749,068)	(606,062)
Total	416,854	(533,001)	(825,836)

The current and deferred components of the income tax expense (benefit) from continuing operations are as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Current tax expense
Switzerland	82	2	88
U.S.	39,305	57,222	25,170
PRC	23,133	12,331	24,956
Other	57,932	16,223	4,971
Total	120,452	85,778	55,185
Deferred tax expense (benefit)
Switzerland	—	—	—
U.S.	6,039	23,556	—
PRC	5,450	180	687
Other	(2,020)	2,271	—
Total	9,469	26,007	687
Income tax expense	129,921	111,785	55,872

The Company established tax residency in Switzerland upon the Continuation and adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025. The following table presents the required disclosure pursuant to ASC 2023-09 and reconciles the Switzerland federal statutory tax amount and rate to the Company’s actual global effective income tax amount and rate for the year ended December 31, 2025:

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

	Year Ended December 31,
	2025
	$	Percent
Income before income taxes	416,854
Switzerland federal statutory tax rate	35,433	8.5	%
State and local income tax, net of federal income tax effect1	(1,789)	(0.4)	%
Foreign tax effects
United States
Statutory tax rate difference between the U.S. and Switzerland	25,399	6.1	%
State and local income tax, net of federal income tax effect2	9,610	2.3	%
Share-based payment awards	(17,702)	(4.2)	%
Foreign-derived intangible income	(15,337)	(3.7)	%
Unremitted earnings	6,039	1.4	%
Research tax credits and incentives	(35,048)	(8.4)	%
Changes in valuation allowances	47,084	11.3	%
Other	960	0.2	%
China
Statutory tax rate difference between China and Switzerland	(2,122)	(0.5)	%
Share-based payment awards	37,822	9.1	%
Non-deductible business expenses	12,676	3.0	%
Research tax credits and incentives	(23,404)	(5.6)	%
Effect of changes in tax rates	5,283	1.3	%
Deferred asset adjustment	10,239	2.5	%
Changes in valuation allowances	(19,272)	(4.6)	%
Other	3,839	0.9	%
Australia
Statutory tax rate difference between Australia and Switzerland	9,089	2.2	%
Share-based payment awards	3,076	0.7	%
Changes in valuation allowances	16,013	3.8	%
Other	421	0.1	%
Germany
Statutory tax rate difference between Germany and Switzerland	2,453	0.6	%
Share-based payment awards	2,158	0.5	%
Other	(2,671)	(0.6)	%
Italy
Changes in valuation allowances	4,260	1.0	%
Other	2,360	0.6	%
Cayman Islands
Statutory tax rate difference between Cayman Islands and Switzerland	4,253	1.0	%
Other	59	0.0	%
Japan	1,928	0.5	%
Brazil	1,827	0.4	%
Other foreign jurisdictions	3,055	0.7	%

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Changes in valuation allowance	(12,725)	(3.1)	%
Changes in unrecognized tax benefits	16,208	3.9	%
Other adjustments	(1,553)	(0.4)	%
Effective tax rate	129,921	31.2	%

1.Local taxes in Basel-Stadt canton made up the majority (greater than 50%) of the tax effect in this category.

2.State taxes in Kentucky, Tennessee, New York, and New York City made up the majority (greater than 50%) of the tax effect in this category.

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. statutory tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023:

	Year Ended December 31,
	2024	2023
Loss before tax	(533,001)	(825,836)
U.S. statutory tax rate	21	21
Expected taxation at U.S. statutory tax rate	(111,930)	(173,426)
Foreign and preferential tax rate differential	93,741	144,310
Non-deductible expenses	1,130	19,134
Share-based payment awards	53,446	32,581
State tax (benefit)	(7,988)	(5,872)
Change in valuation allowance	157,286	845,811
Tax relief credits	—	(704,928)
Research tax credits and incentives	(43,602)	(64,343)
Deductible research expenses	(13,644)	—
Tax on unremitted earnings	23,743	—
Foreign-derived intangible income	(40,397)	(37,395)
Taxation for the year	111,785	55,872
Effective tax rate	(21.0)	(6.8)

All values are in US Dollars.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Significant components of deferred tax assets (liabilities) are as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Accruals and reserves	168,454	121,549	106,708
Net operating losses carryforward	1,338,800	1,137,890	996,588
Share-based compensation	42,236	38,397	26,687
Research tax credits	40,224	34,561	68,117
Tax relief credits	704,928	704,928	704,928
Intangible asset amortization	1,020,858	1,081,442	699,974
Lease liability	14,960	11,882	7,893
R&D and other capitalized costs	361,557	277,061	164,190
Total gross deferred tax assets	3,692,017	3,407,710	2,775,085
Less: valuation allowance	(3,648,017)	(3,403,505)	(2,771,470)
Net deferred tax assets	44,000	4,205	3,615
Property, plant and equipment, net	(53,199)	(10,795)	(12,374)
Tax on unremitted earnings	(29,995)	(23,735)	—
Right of use asset	(14,015)	(11,682)	(7,735)
Total gross deferred tax liabilities	(97,209)	(46,212)	(20,109)
Net deferred tax assets/(liabilities)	(53,209)	(42,007)	(16,494)

Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, the Company believes that as of December 31, 2025, it is more likely than not that certain deferred tax assets will not be realized for the Company’s subsidiaries in Australia, Switzerland, the U.S. and certain subsidiaries in China. For the years ended December 31, 2025 and 2024, there was an increase in the valuation allowance of $158,816 and $157,286, respectively. Adjustments could be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.

During 2025, the Company reevaluated its indefinite reinvestment assertions and concluded that a portion of earnings from certain subsidiaries, primarily in the U.S., Canada, Argentina and Israel, are no longer indefinitely reinvested. Accordingly, the Company recognized a deferred tax liability of $29,995, representing the estimated withholding taxes that would be incurred upon the future distribution of these earnings. The Company continues to assert that earnings in its other jurisdictions remain indefinitely reinvested. The Company has not recorded a deferred tax liability for these jurisdictions because the determination of the amount of the associated unrecognized deferred tax liability is not practicable, as it depends on the timing, manner, and tax consequences of potential future distributions, all of which remain uncertain.

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The valuation allowances for the years ended December 31, 2025, 2024 and 2023 were as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Beginning balance, as of January 1	3,403,505	2,771,470	1,943,775
Additions/(subtractions) charged to income tax provision	158,816	157,286	845,811
Additions/(subtractions) charged to equity	50,721	497,823	—
Currency translation and other	34,975	(23,074)	(18,116)
Ending balance, as of December 31	3,648,017	3,403,505	2,771,470

As of December 31, 2025 and 2024, the Company had net operating losses of approximately $7,598,546 and $6,720,659, respectively. As of December 31, 2025, net operating losses were primarily comprised of: $2,239,157 from entities in the PRC which expire in years 2026 through 2035; and $5,359,251 derived from Switzerland which expires in years 2026 through 2032. The Company has approximately $50,843 of U.S. research tax credits which will expire between 2037 and 2045 and approximately $704,928 of Switzerland tax relief credits which will expire in 2028, if not utilized.

The gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Beginning balance, as of January 1	17,239	14,264	11,555
Additions based on tax positions related to prior tax years	5,957	—	—
Reductions based on tax positions related to prior tax years	—	—	—
Additions based on tax positions related to the current tax year	4,639	2,975	2,709
Reductions based on lapse of statute of limitations	—	—	—
Ending balance, as of December 31	27,835	17,239	14,264

Current and prior year additions include assessment of U.S. federal and state tax credits and incentives and intercompany positions taken in China. As of December 31, 2025, the Company had $27,835 of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months.

The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. For the years ended December 31, 2025, the Company’s accrued interest and penalties were $2,676 related to positions taken in the U.S. and $3,264 related to positions taken in China. For the years ended December 31, 2024 and 2023, the Company’s accrued interest and penalties, where applicable, related to uncertain tax positions were not material.

The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally. As of December 31, 2025, Australia tax matters are open to examination for the years 2014 through 2025, China tax matters are open to examination for the years 2015 through 2025, Switzerland tax matters are open to examination for the years 2021 through 2025, and U.S. federal tax matters are open to examination for years 2016 through 2025. Other U.S. states and non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2015 through 2025. Various U.S., foreign and state income tax returns are currently under examination by taxing authorities, with potential income tax liabilities estimated and updated in light of available facts and circumstances. Due to the uncertain and complex application of income tax regulations globally, it is possible that the ultimate resolution of audits may result in liabilities that could be materially different from original estimates. In such an event, the Company will record additional income tax expense or income tax benefit in the period in which such resolution occurs.

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes income taxes paid, net of refunds received, for the year ended December 31, 2025, as required by ASU 2023-09:

	Year Ended December 31,
	2025
	$
U.S. federal	40,500
U.S. state and local
Kentucky	6,065
Other	3,831
Foreign
China	15,472
Australia	14,575
Italy	5,691
Other	14,547
Total income taxes paid	100,681

The following table presents income taxes paid for the years ended December 31, 2024 and 2023:

	Year Ended December 31,
	2024	2023
	$	$
Income taxes paid	69,430	56,003

The Company qualifies for the Technology Advanced Service Enterprises and High and New Technology Enterprise status for certain subsidiaries in China, which began to expire at the end of 2025. The income tax benefits attributable to this status for the year ended December 31, 2025 is approximately $5,953, or less than $0.01 per share outstanding.

11. Supplemental Balance Sheet Information

Inventories, net consisted of the following:

	As of December 31,
	2025	2024
	$	$
Raw materials	236,190	170,584
Work in process	122,681	60,118
Finished goods	249,356	264,284
Total inventories, net	608,227	494,986

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Prepaid expenses and other current assets consist of the following:

	As of December 31,
	2025	2024
	$	$
Prepaid research and development costs	52,594	64,277
Short-term restricted cash	41,284	9,312
Prepaid taxes	42,232	23,792
Other receivables	21,781	32,828
Prepaid general and administrative expenses	22,209	21,253
Prepaid insurance	9,759	6,242
Prepaid manufacturing cost	3,935	19,333
Other current assets	18,958	15,882
Total	212,752	192,919

Other non-current assets consist of the following:

	As of December 31,
	2025	2024
	$	$
Long-term investments	61,678	128,933
Long-term restricted cash	20,833	2,025
Rental deposits and other	10,470	8,481
Prepayment of property and equipment	4,964	5,927
Prepaid VAT	3,504	2,875
Prepaid supply cost	969	12,249
Total	102,418	160,490

Accrued expenses and other payables consisted of the following:

	As of December 31,
	2025	2024
	$	$
Compensation related	305,055	248,348
Sales rebates and returns related	398,533	235,600
External research and development activities related	156,525	154,269
Commercial activities	118,449	77,530
Accrued general and administrative expenses	36,635	31,106
Individual income tax and other taxes	60,359	34,904
Other	33,564	21,956
Total	1,109,120	803,713

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other long-term liabilities consist of the following:

	As of December 31,
	2025	2024
	$	$
Deferred government grant income	28,979	30,324
Pension liability	18,170	16,405
Asset retirement obligation	3,565	3,794
Other	29,531	16,212
Total	80,245	66,735

12. Debt

Facilities Agreement

In November 2025, BeOne Medicines Ltd. entered into the Facilities Agreement (the “Facilities Agreement”), by and among certain subsidiaries of the Company, as guarantors, the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders. The Facilities Agreement provides for a $140,000 U.S. dollar-denominated, 2-year, B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $560,000 U.S. dollar-denominated, 2-year, B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2,150,000 Renminbi-denominated, 3-year, A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”). Subsequently, the Company consummated the refinancing of its short-term working capital loans of $768,375 in aggregate through the proceeds from the B2 Term Loan Facility and A Loan Facility.

The following table presents outstanding borrowings under the Facilities Agreement:

	As of December 31,
	2025
	$
A Loan Facility	12,298
Less: unamortized debt issuance costs	(3,235)
Total short-term debt	9,063
A Loan Facility	295,152
B2 Term Loan Facility	560,000
Less: unamortized debt issuance costs	(18,783)
Total long-term debt	836,369

The A Loan Facility requires repayment of 4% of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10% of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended. The Company may voluntarily prepay borrowings, in whole or in part, under the Facilities Agreement without premium or penalty. The Facilities Agreement also contains certain customary mandatory prepayment provisions in the event that the Company undergoes a change of control and in relation to disposal and insurance proceeds.

The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65% per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40% per annum. In addition to paying interest on the outstanding principal, the Company is also required to pay a commitment fee of 0.85% on the undrawn and uncancelled amounts under the Loan Facilities.

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

As of December 31, 2025, the B1 Revolving Loan Facility was available for borrowing. Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.65% and 6.10%, respectively, as of December 31, 2025.

The Loan Facilities are guaranteed by BeOne Medicines UK, Ltd., BeOne Medicines US Holdings, LLC, BeOne Medicines I GmbH, BeOne Medicines (Hong Kong) Co., Limited, BeOne Medicines Aus Pty Ltd, BG NC, Ltd., BG NC, Ltd., BeOne Medicines Hopewell Urban Renewal, LLC, BeOne Medicines US Manufacturing Co., Inc., BeOne Medicines Treasury Ltd., and BeOne Medicines USA, Inc. (collectively, “Guarantors”). Except as otherwise provided by applicable law, all obligations under the Loan Facilities are unconditionally guaranteed jointly and severally by the Guarantors.

Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC (as security agent on behalf of the secured parties) by: (a) a security interest in the equity interests of a member of the Company and its subsidiaries and (b) security interests in, and mortgage on, the Company’s manufacturing and clinical R&D facility in New Jersey.

The Facilities Agreement contains various customary representations, warranties and covenants applicable to the Company and its subsidiaries. In addition, the Facilities Agreement contains financial covenants, including covenants requiring the maintenance of: (i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00; (ii) a net leverage ratio of not greater than 2.50 to 1.00; (iii) a minimum total consolidated shareholders’ equity of not less than $2.7 billion; (iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $500.0 million; (v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $2.0 billion; and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $500.0 million. The Company was compliant with the required covenants as of December 31, 2025.

In connection with the execution of the Facilities Agreement, the Company capitalized $23,392 of debt issuance costs. The Company allocated these costs among the Loan Facilities based on the maximum borrowing capacity and amortizes the costs using the effective interest method for the A Loan Facility and B2 Term Loan Facility and on a straight-line basis for the B1 Revolving Loan Facility. Non-cash interest expense related to the amortization of the debt issuance costs for the year ended December 31, 2025 was $692.

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other Bank Loans

The following table summarizes the Company’s short-term working capital loans and project loans of December 31, 2025 and 2024:

Lender		Borrower		Term	Maturity Date	Note	As of December 31,
	2025		2024
								$
China Construction Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	June 11, 2027	1	21,450	16,440
China Merchants Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	January 20, 2029	2	8,989	8,611
China Merchants Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	November 8, 2029	3	8,497	8,148
China CITIC Bank		BeOne Pharmaceutical (Suzhou) Co., Ltd.		10-year	July 28, 2032	4	9,294	1,384
China Merchants Bank		BeOne Medicines Ltd.		1-year	January 21, 2026	5	—	380,000
China Minsheng Bank		BeOne Medicines Ltd.		1-year	December 16, 2025	6	—	150,000
China Industrial Bank		BeOne Medicines USA, Inc.		364-days	June 28, 2026	7	—	—
China Industrial Bank		BeOne Medicines Ltd.		364-days	March 27, 2025	8	—	92,475
China Merchants Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		1-year	June 5, 2025	9	—	54,800
HSBC Bank		BeOne Medicines Ltd.		1-year	June 17, 2026	10	—	46,580
Shanghai Pudong Development Bank		BeOne Medicines Ltd.		1-year	November 24, 2025	11	—	93,091
Total short-term debt						48,230
China Construction Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	June 11, 2027	1	21,450	41,100
China Merchants Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	January 20, 2029	2	20,224	27,987
China Merchants Bank		BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	November 8, 2029	3	25,970	33,020
China CITIC Bank		BeOne Pharmaceutical (Suzhou) Co., Ltd.		10-year	July 28, 2032	4	57,900	64,377
Total long-term debt						125,544

All values are in US Dollars.

1.The credit facility offers a borrowing capacity of RMB 580,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.8% as of December 31, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $17,225 (or RMB 120,000) during the year ended December 31, 2025. The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

2.The credit facility offers a borrowing capacity of RMB 350,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.4% as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $8,726 (RMB 62,857) during the year ended December 31, 2025. The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.

3.The credit facility offers a borrowing capacity of RMB 378,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.2% as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $8,287 (RMB 59,475) during the year ended December 31, 2025. The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.

4.The credit facility offers a borrowing capacity of RMB 480,000, denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3% as of December 31, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $1,442 (RMB 10,100) during the year ended December 31, 2025. The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

5.The working capital loan facility offers a borrowing capacity of up to $380,000, denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

6.The working capital loan facility offers a borrowing capacity of up to $150,000, denominated in USD. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

Table of Contents

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

7.The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company drew down the facility in the second quarter of 2025 and repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

8.The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.

9.The working capital loan facility offers a borrowing capacity of up to RMB 400,000, denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.

10.The working capital loan facility offers a borrowing capacity of up to RMB 340,000, denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

11.The working capital loan facility offers a borrowing capacity of up to RMB 700,000, denominated in RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

The Company has numerous financial and non-financial covenants on its debt obligations with the lenders above. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. As of December 31, 2025, the Company was in compliance with all covenants of its material debt agreements.

Contractual Maturities of Debt Obligations

The aggregate contractual maturities of all borrowings due subsequent to December 31, 2025 are as follows:

Maturity dates	Amounts
	$
Year ending December 31, 2026	60,528
Year ending December 31, 2027	632,825
Year ending December 31, 2028	297,337
Year ending December 31, 2029	20,518
Year ending December 31, 2030	9,295
Thereafter	20,721
Total	1,041,224

Interest Expense

Interest on bank loans is paid quarterly until the respective loans are fully settled. Excluding the amortization of debt issuance costs, interest expense on bank loans for the years ended December 31, 2025, 2024 and 2023 amounted to $49,950, $46,894 and $20,800, respectively, among which, $12,443, $32,158 and $16,571 was capitalized, respectively. Interest paid for the years ended December 31, 2025, 2024 and 2023, net of amounts capitalized, amounted to $34,428, $19,723 and $3,484, respectively.

13. Product Revenue

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA and TEVIMBRA in the U.S., China, and other regions; XGEVA®, BLINCYTO® and KYPROLIS® in China under a license from Amgen; REVLIMID® and VIDAZA® in China under a license from BMS; and POBEVCY® in China under a license from Bio-Thera.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The table below presents the Company’s net product sales for the years ended December 31, 2025, 2024 and 2023.

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Product revenue - gross	6,730,957	4,786,744	2,718,969
Less: Rebates and sales returns	(1,448,896)	(1,007,198)	(529,117)
Product revenue - net	5,282,061	3,779,546	2,189,852

The following table disaggregates net product revenue by product for the years ended December 31, 2025, 2024 and 2023.

	Year Ended December 31,
	2025	2024	2023
	$	$	$
BRUKINSA®	3,928,489	2,644,226	1,290,396
TEVIMBRA®	737,304	620,836	536,620
XGEVA®	305,979	224,403	92,828
BLINCYTO®	104,224	74,331	54,342
KYPROLIS®	74,974	66,171	39,799
POBEVCY®	47,400	53,509	56,547
Other	83,691	96,070	119,320
Total product revenue - net	5,282,061	3,779,546	2,189,852

The following table presents the roll-forward of accrued sales chargebacks, rebates, returns and other deductions for the years ended December 31, 2025 and 2024.

	Rebates, Returns and Other Deductions	Contra AR Accruals
	$
Balance at December 31, 2023	139,936	30,435
Amounts charged against product revenue	491,756	515,442
Payments and credits	(396,092)	(495,178)
Balance at December 31, 2024	235,600	50,699
Amounts charged against product revenue	657,138	791,758
Payments and credits	(494,205)	(763,331)
Balance at December 31, 2025	398,533	79,126

All values are in US Dollars.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

14. Earnings (Loss) Per Share/ADS

The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Numerator:
Net income (loss)	286,933	(644,786)	(881,708)
Denominator:
Weighted-average shares outstanding—basic	1,417,803,727	1,368,746,793	1,357,034,547
Dilutive common shares equivalents	57,026,181	—	—
Weighted-average shares outstanding—diluted	1,474,829,908	1,368,746,793	1,357,034,547
Antidilutive common share equivalents excluded from above	1,089,967	—	—
Earnings (loss) per share:
Basic	0.20	(0.47)	(0.65)
Diluted	0.19	(0.47)	(0.65)
Earnings (loss) per ADS:
Basic	2.63	(6.12)	(8.45)
Diluted	2.53	(6.12)	(8.45)

For the year ended December 31, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.

For the years ended December 31, 2024 and 2023, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

Each ADS represents 13 ordinary shares. Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

15. Share-Based Compensation

2016 Share Option and Incentive Plan

In January 2016, in connection with its U.S. IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective in February 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that were cancelled or forfeited without issuance of ordinary shares. As of December 31, 2025, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,167,238. The 2016 Plan provided for an annual increase in the shares available for issuance, to be added on the first day of each fiscal year, beginning on January 1, 2017, equal to the lesser of (i) five percent (5%)% of the outstanding shares of the Company’s ordinary shares on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Company’s board of directors or the compensation committee. On January 1, 2018, 29,603,616 ordinary shares were added to the 2016 Plan under this provision. However, in August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated 2016 Plan to remove this “evergreen” provision and implement other changes required by the Hong Kong Stock Exchange (“HKEx”) rules. In December 2018, the shareholders of the Company approved a second amended and restated 2016 Plan to increase the number of shares authorized for issuance by 38,553,159 ordinary shares, as well as amend the cap on annual compensation to independent directors and make other changes. In June 2020, the shareholders approved an Amendment No. 1 to the 2016 Plan to increase the number of shares authorized for issuance by 57,200,000 ordinary shares and to extend the term of the plan through April 13, 2030. The number of shares available for issuance under the 2016 Plan is subject to adjustment in the event of a share split, share dividend or other change in the Company’s capitalization.

As of December 31, 2025, share-based awards to acquire 60,641,671 ordinary shares were available for future grant under the 2016 Plan.

In order to continue to provide incentive opportunities under the 2016 Plan, the Board of Directors and shareholders of the Company approved an amendment to the 2016 Plan (the “Amendment No. 2”), which became effective as of June 22, 2022, to increase the number of authorized shares available for issuance under the 2016 Plan by 66,300,000 ordinary shares, or 5%, of the Company’s outstanding shares as of March 31, 2022. In June 2024, the shareholders approved a third amended and restated 2016 Plan to increase the number of shares authorized for issuance by 92,820,000.

2018 Inducement Equity Plan

In June 2018, the board of directors of the Company approved the 2018 Inducement Equity Plan (the “2018 Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals who were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries, within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2018 Plan was approved by the board of directors upon recommendation of the compensation committee, without shareholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2018 Plan, and the forms of award agreements to be used thereunder, are substantially similar to the 2016 Plan and the forms of award agreements thereunder. In August 2018, in connection with the listing of the Company’s ordinary shares on the HKEx, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the HKEx rules.

Upon the effectiveness of Amendment No. 2 to the 2016 Plan, on June 22, 2022, the 2018 Plan was terminated to the effect that no new equity awards shall be granted under the plan but the outstanding equity awards under the plan shall continue to vest and/or be exercisable in accordance with their terms.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

2018 Employee Share Purchase Plan

In June 2018, the shareholders of the Company approved the 2018 ESPP. Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implement other changes required by the HKEx rules. In December 2018, the shareholders of the Company approved a second amended and restated ESPP to increase the number of shares authorized for issuance by 3,855,315 ordinary shares to 7,355,315 ordinary shares. In June 2024, the shareholders of the Company approved a fourth amended and restated ESPP to increase the number of shares authorized for issuance by 5,070,000 ordinary shares to 12,425,315 ordinary shares. The ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months, at a 15% discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10% of their eligible earnings, subject to applicable limitations.

The following tables summarizes the shares issued under the ESPP:

	Number of Ordinary Shares Issued		Market Price1						Purchase Price2
Issuance Date		ADS			Ordinary			ADS			Ordinary			Proceeds
August 31, 2025	818,506		$	245.53		$	18.89		$	208.70		$	16.05		$	13,140
February 28, 2025	955,396		$	188.26		$	14.48		$	160.02		$	12.31		$	11,760
August 31, 2024	1,035,996		$	165.20		$	12.69		$	140.27		$	10.78		$	11,178
February 29, 2024	1,021,397		$	165.65		$	12.74		$	140.80		$	10.83		$	11,063
August 31, 2023	794,144		$	207.55		$	15.97		$	176.42		$	13.57		$	10,777
February 28, 2023	930,582		$	171.10		$	13.16		$	145.44		$	11.19		$	10,414

1 The market price is the lower of the closing price on Nasdaq on the issuance date or the offering date, in accordance with the terms of the ESPP.

2 The purchase price is the price which was discounted from the applicable market price, in accordance with the terms of the ESPP.

As of December 31, 2025, 3,179,780 ordinary shares were available for future issuance under the ESPP.

Share options

Generally, share options have a contractual term of 10 years and vest over a three- to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares and restricted share units generally vest over a four-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter, or sometimes vest upon the achievement of pre-specified performance conditions.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes the Company’s share option activities during the year ended December 31, 2025 under the 2011, 2016 and 2018 Plans:

	Number of<br>Options	Weighted<br>Average<br>Exercise<br>Price	Weighted<br>Average<br>Grant<br>Date Fair<br>Value	Weighted<br>Average<br>Remaining<br>Contractual<br>Term	Aggregate<br>Intrinsic Value
		$	$	Years	$
Outstanding at December 31, 2024	77,982,656	9.70
Granted	2,527,499	19.80	10.44
Exercised	(30,065,802)	5.61			448,698
Forfeited	(2,211,642)	16.61
Outstanding at December 31, 2025	48,232,711	12.46		5.03	537,801
Exercisable as of December 31, 2025	37,198,441	11.67		4.09	446,954
Vested and expected to vest at December 31, 2025	46,467,228	12.36		4.91	523,265

As of December 31, 2025, the unrecognized compensation cost related to 9,268,787 unvested share options expected to vest was $63,875. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.4 years.

The total fair value of employee share option awards vested during the years ended December 31, 2025, 2024 and 2023 was $55,954, $68,420 and $61,121, respectively.

Fair value of options

The Company uses the binomial option-pricing model in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company’s own share price is used in conjunction with historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management’s estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant.

The following table presents the range of fair values and the assumptions used to estimate those fair values of the share options granted in the years presented:

	Year Ended December 31,
	2025	2024	2023
Fair value of ordinary share	$8.79 ~ $10.76	$5.72 ~ $9.19	$7.26 ~ $10.72
Risk-free interest rate	4.2% ~ 4.6%	3.8% ~ 4.6%	3.4% ~ 4.6%
Expected exercise multiple	2.8	2.8	2.8
Expected volatility	56% ~ 57%	57% ~ 58%	58% ~ 60%
Expected dividend yield	0%	0%	0%
Contractual life	10 years	10 years	10 years

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Restricted share units

The following table summarizes the Company’s restricted share unit activities during the year ended December 31, 2025 under the 2016 and 2018 Plans:

	Numbers<br>of Shares	Weighted-Average<br>Grant Date Fair Value
		$
Outstanding at December 31, 2024	83,654,116	13.70
Granted	29,086,395	20.34
Vested	(26,921,973)	14.43
Forfeited	(8,737,846)	14.72
Outstanding at December 31, 2025	77,080,692	15.84
Expected to vest at December 31, 2025	64,747,781	15.84

As of December 31, 2025, the unrecognized compensation cost related to unvested restricted share units expected to vest was $899,790. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years.

Performance share units

The following table summarizes the Company’s performance share unit activities during the year ended December 31, 2025 under the 2016 Plan:

	Numbers<br>of Shares	Weighted-Average<br>Grant Date Fair Value
		$
Outstanding at December 31, 2024	2,176,551	12.37
Granted	1,876,056	20.38
Performance adjustments1	151,567	12.34
Forfeited	(269,542)	13.09
Outstanding at December 31, 2025	3,934,632	16.14
Expected to vest at December 31, 2025	3,305,091	16.14

1.The amount shown represents performance adjustments related primarily to the performance-based awards granted during the year ended December 31, 2024.

As of December 31, 2025, the unrecognized compensation cost related to unvested performance share units expected to vest was $38,878. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 1.9 years.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Share-based compensation expense

The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Research and development	217,440	186,113	163,550
Selling, general and administrative	292,807	255,680	204,038
Total	510,247	441,793	367,588

16. Accumulated Other Comprehensive Loss

The movement of accumulated other comprehensive (loss) income was as follows:

	Foreign Currency<br>Translation<br>Adjustments	Other Adjustments	Total
	$	$	$
December 31, 2023	(87,987)	(11,459)	(99,446)
Other comprehensive loss before reclassifications	(47,565)	(2,788)	(50,353)
Amounts reclassified from accumulated other comprehensive loss 1	—	811	811
Net-current period other comprehensive loss	(47,565)	(1,977)	(49,542)
December 31, 2024	(135,552)	(13,436)	(148,988)
Other comprehensive income before reclassifications	69,300	591	69,891
Amounts reclassified from accumulated other comprehensive loss 1	—	913	913
Net-current period other comprehensive income	69,300	1,504	70,804
December 31, 2025	(66,252)	(11,932)	(78,184)

1 The amounts reclassified from accumulated other comprehensive (loss) income were included in other (expense) income, net in the consolidated statements of operations.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

17. Shareholders’ Equity

During the three years ended December 31, 2025, the Company completed the following equity transactions:

BMS Settlement

On August 1, 2023, the Company entered into a Settlement and Termination Agreement (the “Settlement Agreement”) with BMS-Celgene and certain of its affiliates relating to the termination of the parties’ ongoing contractual relationships, the previously-disclosed ongoing arbitration proceeding concerning ABRAXANE® (the “Arbitration”), the License and Supply Agreement (“LSA”), the Amended and Restated Quality Agreement (the “QA”), and the Share Subscription Agreement (the “SSA”), entered into by the parties in 2017 and 2018. Pursuant to the Settlement Agreement, the parties agreed to mutually dismiss the Arbitration and BMS-Celgene and its affiliates agreed to transfer 23,273,108 ordinary shares of the Company originally purchased in 2017, in each case subject to and in accordance with the terms and conditions of the Settlement Agreement. In consideration for the shares being returned, the Company agreed to drop its claims pursuant to the Settlement Agreement. Furthermore, the parties agreed to terminate the LSA and QA on December 31, 2023, subject to the Company’s right to continue selling all inventory of REVLIMID and VIDAZA until sold out or February 2025, whichever is earlier. The Settlement Agreement provides for a settlement and release by each party of claims arising from or relating to the Arbitration, the LSA, the QA and the SSA, as well as other disputes and potential disputes between the parties, in each case subject to and in accordance with the terms and conditions of the Agreement. The receipt of the shares occurred on August 15, 2023. The Company recorded a noncash gain upon receipt of $362,917, which represents the fair value on the day the shares were received. The gain was recorded within other (expense) income, net in the consolidated statements of operations. The shares were constructively retired during the year ended December 31, 2023. The Company recorded the amount of the cancelled shares in excess of par to additional paid-in capital.

18. Restricted Net Assets

The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.

In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above-mentioned restrictions on distributable profits.

During the years ended December 31, 2025, 2024 and 2023, no appropriation to statutory reserves was made, because the PRC subsidiaries had an accumulated deficit as of the end of such periods.

As a result of these PRC laws and regulations, including the requirement to make annual appropriations of at least 10% of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company.

Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans, and advances. As of December 31, 2025 and 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $2,012,019 and $1,709,961, respectively.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

19. Employee Benefit Plans

Defined Contribution Plans

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the PRC government for these benefits based on certain percentage of employees’ salaries. The Company has no legal obligation for such benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $107,246, $101,779 and $94,358 for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintains a defined contribution 401(k) savings plan (the “401(k) Plan”) for U.S. employees. The 401(k) Plan covers all U.S. employees and allows participants to defer a portion of their annual compensation on a pre-tax, Roth or non-Roth after-tax basis. In addition, the Company has a matching contribution to the 401(k) Plan, matched dollar for dollar of eligible contributions up to 6% in the 2025 plan year. Company contributions to the 401(k) Plan totaled $24,494, $20,839 and $15,316 in the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintains a government mandated program to cover its employees in Switzerland for pension, death, and disability. The program is considered a defined contribution plan under U.S. GAAP. Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors. Company contributions into the program amounted to $4,562, $3,825, and $2,710 in the years ended December 31, 2025, 2024 and 2023, respectively.

Company contributions into defined contribution plans for the remaining subsidiaries were immaterial.

Defined Benefit Plan

The Company maintains a defined benefit pension plan covering its employees in Switzerland (the “Swiss Pension Plan”). The Swiss Pension Plan is a government mandated fund that provides benefits to employees upon retirement, death, or disability. Contributions are made based on various percentages of participants’ salaries and wages determined based on participants’ age and other factors. As of December 31, 2025 and 2024, the projected benefit obligations under the Swiss Pension Plan were approximately $105,538 and $80,199, respectively, and the Swiss Pension Plan assets were approximately $87,368 and $63,794, respectively. The funded status of the Swiss Pension Plan is included in other long-term liabilities in the accompanying consolidated balance sheets.

The Company’s annual contribution to the Swiss Pension Plan is estimated to be approximately $4,540 in 2026 and is expected to evolve thereafter proportionally with changes in staffing and compensation levels, actuarial assumptions and actual investment returns on plan assets.

The following table reflects the total expected benefit payments to Swiss Pension Plan participants in the upcoming 10 years and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2025:

	Amounts
	$
Year ending December 31, 2026	5,766
Year ending December 31, 2027	5,622
Year ending December 31, 2028	5,581
Year ending December 31, 2029	5,734
Year ending December 31, 2030	5,876
Thereafter	29,271
Total	57,850

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

20. Commitments and Contingencies

Purchase Commitments

As of December 31, 2025, the Company had purchase commitments amounting to $205,175, of which $24,921 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturing organizations and $180,254 related to binding purchase order obligations of inventory from Amgen. The Company does not have any minimum purchase requirements for inventory from Amgen.

Capital Commitments

The Company had capital commitments amounting to $46,431 for the acquisition of property, plant and equipment as of December 31, 2025 related to various facilities across the globe.

Co-Development Funding Commitment

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global clinical development costs for the Amgen oncology pipeline assets up to a total cap of $1,250,000. The Company is funding its portion of the co-development costs by contributing cash and/or development services. As of December 31, 2025, the Company’s remaining co-development funding commitment was $130,393.

Funding Commitment

The Company had committed capital related to equity investments in the amount of $15,891. As of December 31, 2025, the remaining capital commitment was $5,241 and is expected to be paid from time to time over the investment period.

Other Business Agreements

The Company enters into agreements in the ordinary course of business with contract research organizations (“CROs”) to provide research and development services. These contracts are generally cancellable at any time by the Company with prior written notice.

The Company also enters into collaboration agreements with institutions and companies to license intellectual property. The Company may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with its collaboration agreements. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. These commitments are not recorded on the consolidated balance sheet because the achievement and timing of these milestones are not fixed and determinable. When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements.

21. Segment and Geographic Information

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates in one segment: pharmaceutical products. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net income (loss). Significant segment expenses reviewed by the CODM on a regular basis included within net income (loss) include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s consolidated statements of operations. Other segment items within net income (loss) include interest income, interest expense, other (expense) income, net and income tax expense.

The Company’s long-lived assets are primarily located in the U.S. and China.

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BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Net product revenues by geographic area are based upon the location of the customer, and net other revenue is recorded in the jurisdiction in which the related income is expected to be sourced from. Total net revenues by geographic area are presented as follows:

	Year Ended December 31,
	2025	2024	2023
	$	$	$
U.S. - total revenue	2,880,324	1,957,498	1,128,219
Product revenue	2,841,246	1,950,530	945,551
Other revenue	39,078	6,968	182,668
China- total revenue	1,679,531	1,411,307	1,101,951
Product revenue	1,659,363	1,390,699	1,093,091
Other revenue	20,168	20,608	8,860
Europe- total revenue	611,369	362,626	202,014
Product revenue	609,643	359,507	122,228
Other revenue	1,726	3,119	79,786
Rest of world- total revenue	171,809	78,810	26,595
Product revenue	171,809	78,810	28,982
Other revenue	—	—	(2,387)
Total Revenue	5,343,033	3,810,241	2,458,779

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective, at a reasonable assurance level, as of December 31, 2025, to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management concluded that we maintained effective internal control over financial reporting as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been tested by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report which is included in “Item 8—Financial Statements and Other Supplementary Data” in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a‑15(d) and 15d‑15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

(a)

Not applicable.

(b)

The following table describes for the fourth quarter ended December 31, 2025 each trading arrangement for the purchase or sale of the Company’s securities adopted, modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

Name (Title)	Action Taken (Date of Action)	Type of Trading Arrangement	Nature of Trading Arrangement	Duration of Trading Arrangement	Aggregate Number of Securities
Dr. Xiaobin Wu<br><br>(President, Chief Operating Officer)	Adoption<br><br>(November 7, 2025)	Rule 10b5-1 trading arrangement	Sale	Through February 26, 2027	Up to 30,000 ADSs

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

On March 30, 2022, the SEC added us to its conclusive list of issuers identified under the HFCAA following the filing of our annual report on Form 10-K with the SEC on February 28, 2022, which annual report was audited by Ernst & Young Hua Ming LLP, a registered public accounting firm in mainland China that the PCAOB previously was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction. However, as our global business has expanded, we have evaluated, designed and implemented business processes and control changes and built substantial organizational capabilities outside of China. Therefore, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting to be filed with the SEC. On the same day, our audit committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, U.S., as the Company’s independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting commencing for the fiscal year ending December 31, 2022. Given that Ernst & Young LLP (U.S.) now serves as the principal accountant to audit our consolidated financial statements, we are able to comply with the HFCAA and certify that we have retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate which would preclude a further finding by the SEC that we are a Commission-Identified Issuer.

In December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there are no Commission-Identified Issuers at risk of having their securities subject to a trading prohibition under the HFCAA.

To the extent known by the Company, the Company is not aware of and has no reason to believe that any governmental entity in the foreign jurisdiction in which the Company is incorporated or otherwise organized owns shares of any capital stock of record of the Company. Furthermore, to the extent known by the Company, the Company is not aware of and has no reason to believe that that any government entity in the foreign jurisdiction where its consolidated foreign operating entities are incorporated or otherwise organized owns shares of any capital stock of record of its consolidated foreign operating entities. The Company has determined that no governmental entity in China has a controlling financial interest in the Company or its consolidated foreign operating entities. To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating entities. The articles of incorporation of the Company, as amended, and those of its consolidated foreign operating entities, do not contain any wording received from any charter of the Chinese Communist Party.

Item 10. Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

Item 11. Executive Compensation

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

Item 14. Principal Accountant Fees and Services

Our independent public accounting firm is Ernst & Young LLP (PCAOB ID: 0042), located in Boston, Massachusetts, U.S.

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

Item 15. Exhibits and Financial Statement Schedules

The financial statements listed in the Index to Consolidated Financial Statements beginning on page 141 are filed as part of this Annual Report.

We have included Additional Financial Information of Parent Company - Financial Statements Schedule I for the years ended December 31, 2025, 2024 and 2023 on page 201. No other financial statement schedules have been filed as part of this report because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

The exhibits filed as part of this Annual Report are set forth on the Exhibit Index immediately following our consolidated financial statements. The Exhibit Index is incorporated herein by reference.

Schedule I - Condensed Financial Information of Registrant

BeOne Medicines Ltd.

Financial Information of Parent Company

Condensed Statements of Operations

(Amounts in thousands of U.S. Dollars (“$”))

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Operating expenses
Research and development	29,372	427,129	381,854
Amortization of research and development cost share liability	(101,095)	(73,226)	(55,294)
Selling, general and administrative	69,530	357,103	304,543
Total operating expenses	(2,193)	711,006	631,103
Income (loss) from operations	2,193	(711,006)	(631,103)
Interest (expense) income, net	(20,887)	3,101	48,982
Other income (expense), net	305,686	63,522	(297,856)
Income (loss) before income taxes	286,992	(644,383)	(879,977)
Income tax expense	59	403	1,731
Net income (loss)	286,933	(644,786)	(881,708)

BeOne Medicines Ltd.

Financial Information of Parent Company

Condensed Statements of Comprehensive Loss

(Amounts in thousands of U.S. Dollars (“$”))

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Net income (loss)	286,933	(644,786)	(881,708)
Other comprehensive (loss) income, net of tax of nil:
Foreign currency translation adjustments	69,300	(47,565)	(25,464)
Other adjustments	1,504	(1,977)	3,435
Comprehensive income (loss)	357,737	(694,328)	(903,737)

BeOne Medicines Ltd.

Financial Information of Parent Company

Condensed Balance Sheets

(Amounts in thousands of U.S. Dollars (“$”))

	As of December 31,
	2025	2024
	$	$
Assets
Current assets:
Cash and cash equivalents	584,216	400,135
Prepaid expenses and other current assets	180,495	249,016
Total current assets	764,711	649,151
Loans to subsidiaries	1,710,737	1,731,266
Investment in wholly owned subsidiaries	3,314,162	2,081,335
Other non-current assets	41,658	114,728
Total assets	5,831,268	4,576,480
Liabilities and shareholders’ equity
Current liabilities:
Accrued expenses and other payables	254,815	312,957
Indebtedness to subsidiaries	253,194	—
Research and development cost share liability, current portion	64,345	111,154
Short-term debt	9,063	762,146
Total current liabilities	581,417	1,186,257
Long-term debt	836,369	—
Research and development cost share liability, non-current portion	—	54,286
Other long-term liabilities	52,288	3,714
Total liabilities	1,470,074	1,244,257
Total shareholders’ equity	4,361,194	3,332,223
Total liabilities and shareholders’ equity	5,831,268	4,576,480

BeOne Medicines Ltd.

Financial Information of Parent Company

Condensed Statements of Cash Flows

(Amounts in thousands of U.S. Dollars (“$”))

	Year Ended December 31,
	2025	2024	2023
	$	$	$
Cash flows from operating activities:
Net income (loss)	286,933	(644,786)	(881,708)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Acquired in-process research and development	—	—	15,000
Amortization of research and development cost share liability	(101,095)	(73,226)	(55,294)
Unrealized (gains) losses in subsidiaries	(484,466)	(85,471)	237,351
Other items, net	81,247	31,651	(374,370)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	27,544	1,053	30,519
Accrued expenses and other payables	56,259	627,307	(140,126)
Net cash used in operating activities	(133,578)	(143,472)	(1,168,628)
Cash flows from investing activities:
Proceeds from sale or maturity of short-term investments	954	2,628	552,000
Loans to subsidiaries	—	(442,917)	(53,100)
Repayments from subsidiaries	279,031	423,532	252,662
Investment in subsidiaries	(173,429)	(406,624)	(883,328)
Other investing activities	(9,670)	(17,735)	(27,981)
Net cash provided by (used in) investing activities	96,886	(441,116)	(159,747)
Cash flows from financing activities:
Proceeds from long-term loan	850,586	—	—
Proceeds from short-term loans	139,453	813,058	547,842
Repayment of short-term loans	(893,987)	(593,898)	(293,002)
Proceeds from option exercises and employee share purchase plan	196,281	45,371	55,712
Other financing activities	(47,587)	—	—
Net cash provided by financing activities	244,746	264,531	310,552
Effect of foreign exchange rate changes, net	6,228	(4,356)	—
Net increase (decrease) in cash, cash equivalents, and restricted cash	214,282	(324,413)	(1,017,823)
Cash, cash equivalents, and restricted cash, beginning of year	400,135	724,548	1,742,371
Cash, cash equivalents, and restricted cash, end of year	614,417	400,135	724,548

Notes

1.Schedule I has been provided pursuant to the requirements of Rules 12-04(a) and 5-04(c) of Regulation S-X (the “Rules”), which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

2.The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements. For purposes of this condensed financial information, BeOne Medicines Ltd. (the “Parent Company”)’s investments in its wholly owned and majority owned subsidiaries are recorded under the equity method of accounting in accordance with ASC 323.

3.Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as allowed under the Rules. These footnote disclosures provide certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements.

4.As of December 31, 2025, the Parent Company had a remaining capital commitment of $4,350 on an equity investment which is expected to be paid from time to time over the investment period. The Parent Company has unconditionally guaranteed the payment and performance of the obligations of BeOne Medicines I GmbH in accordance with the terms of the global strategic oncology collaboration with Amgen Inc. No amounts have been recognized related to this guarantee. The Parent Company has no other material contingencies, long-term obligations or guarantees not already disclosed in its consolidated financial statements.

Item 16. Form 10‑K Summary

Not applicable.

Table of Contents

Exhibit Index

Exhibit No.		Exhibit Description	Filed/ Furnished<br>Herewith	Incorporated by Reference<br>Herein from Form or Schedule	Filing Date	SEC File/<br>Reg. Number
3.1		Articles of Association of BeOne Medicines Ltd., effective May 27, 2025.		8-K12G3<br>(Exhibit 3.1)	5/27/2025	000-56752
3.2		Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025.		8-K12G3<br>(Exhibit 3.2)	5/27/2025	000-56752
4.1	.1	Amended and Restated Deposit Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A., and the Form of American Depositary Receipt thereunder.		8-K12G3<br>(Exhibit 4.1.1)	5/27/2025	000-56752
	.2	Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.		8-K12G3<br>(Exhibit 4.1.3)	5/27/2025	000-56752
	.3	Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.		8-K12G3<br>(Exhibit 4.1.4)	5/27/2025	000-56752
	.4	Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.		8-K12G3<br>(Exhibit 4.1.5)	5/27/2025	000-56752
4.2		Form of American Depositary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1)		8-K12G3<br>(Exhibit 4.1.2)	5/27/2025	000-56752
4.3	.1	Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors named therein		8-K<br>(Exhibit 4.1)	11/17/2016	001-37686
	.2	Amendment No. 1 to Registration Rights Agreement, dated December 1, 2020, between the Company and the Investors		8-K<br>(Exhibit 10.1)	12/2/2020	001-37686
	.3	Amendment No. 2 to Registration Rights Agreement, dated May 3, 2023, between the Company and the Investors		10-Q<br>(Exhibit 10.3)	5/4/2023	001-37686
4.4		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	X
Collaboration, License and Commercial Agreements
10.1		Share Subscription Agreement, dated July 5, 2017, by and between Celgene Switzerland LLC and the Registrant		8-K<br>(Exhibit 10.1)	7/6/2017	001-37686
10.2##		Letter Agreement, dated June 14, 2019, by and among the Registrant, BeiGene Switzerland GmbH, Celgene Corporation and Celgene Switzerland LLC, to terminate the Amended and Restated Exclusive License and Collaboration Agreement, dated August 31, 2017		10-Q<br>(Exhibit 10.1)	8/8/2019	001-37686
10.3	.1##	Share Purchase Agreement, dated October 31, 2019, by and between the Registrant and Amgen Inc.		10-K<br>(Exhibit 10.9)	3/2/2020	001-37686
	.2	Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and between the Registrant and Amgen Inc.		10-K<br>(Exhibit 10.10)	3/2/2020	001-37686
	.3	Restated Amendment No. 2 to Share Purchase Agreement, dated September 24, 2020, by and between the Registrant and Amgen Inc.		8-K<br>(Exhibit 10.1)	9/24/2020	001-37686

Table of Contents

Exhibit No.		Exhibit Description	Filed/ Furnished<br>Herewith	Incorporated by Reference<br>Herein from Form or Schedule	Filing Date	SEC File/<br>Reg. Number
	.4	Amendment No. 3 to Share Purchase Agreement, dated January 30, 2023, by and between the Registrant and Amgen Inc.		10-K<br>(Exhibit 10.4.4)	2/27/2023	001-37686
10.4	.1##	Collaboration Agreement, dated October 31, 2019, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.		10-K<br>(Exhibit 10.11)	3/2/2020	001-37686
	.2##	First Amendment to Collaboration Agreement, dated April 20, 2022, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.		10-Q<br>(Exhibit 10.1)	8/8/2022	001-37686
	.3##	Second Amendment to Collaboration Agreement, dated February 26, 2023, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.		10-Q<br>(Exhibit 10.1)	5/4/2023	001-37686
	.4	Letter Agreement, dated May 9, 2025, regarding the Collaboration Agreement, dated October 31, 2019, by and between BeiGene Switzerland GmbH and Amgen Inc.		10-Q<br>(Exhibit 10.19)	8/6/2025	001-37686
	.5##	Waiver under Collaboration Agreement, dated August 11, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc.		10-Q<br>(Exhibit 10.2)	11/6/2025	001-37686
	.6##	Waiver under Collaboration Agreement, dated October 1, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc.	X
	.7##	Third Amendment to Collaboration Agreement, dated October 31, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc.	X
	.8##	Fourth Amendment to Collaboration Agreement, dated November 11, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc.	X
10.5		Guarantee, dated October 31, 2019, by and between the Registrant and Amgen Inc.		10-K<br>(Exhibit 10.12)	3/2/2020	001-37686
Equity and Other Compensation Plans
10.6†		2011 Option Plan, as amended and form of option agreement thereunder		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.1)	5/27/2025	333-279980
10.7†	.1†	Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.1)	5/27/2025	333-279980
	.2†	Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.2)	5/27/2025	333-279980
	.3†	Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.3)	5/27/2025	333-279980

Table of Contents

Exhibit No.		Exhibit Description	Filed/ Furnished<br>Herewith	Incorporated by Reference<br>Herein from Form or Schedule	Filing Date	SEC File/<br>Reg. Number
	.4†	Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.4)	5/27/2025	333-279980
	.5†	Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.5)	5/27/2025	333-279980
	.6†	Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.6)	5/27/2025	333-279980
	.7†	Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan		10-Q<br>(Exhibit 10.9)	8/2/2023	001-37686
	.8†	Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan		POS AM No. 1 to Registration Statement on Form S-8<br>(Exhibit 99.2.8)	5/27/2025	333-279980
10.8†		Fifth Amended and Restated 2018 Employee Share Purchase Plan		10-Q<br>(Exhibit 10.18)	8/6/2025	001-37686
10.9†		Senior Executive Cash Incentive Bonus Plan		S-1<br>(Exhibit 10.19)	1/19/2016	333-207459
10.10†		Independent Non-Executive Director Compensation Policy, as amended		POS AM No. 1 to Registration Statement on Form S-4<br>(Exhibit 10.10)	5/27/2025	333-281324
Agreements with Executive Officers and Directors
10.11†		Form of Indemnification Agreement, entered into between the Registrant and its directors and officers		8-K12G3<br>(Exhibit 10.6)	5/27/2025	000-56752
10.12†		Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and John V. Oyler.		8-K12G3<br>(Exhibit 10.1)	5/27/2025	000-56752
10.13†		Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd. and Xiaobin Wu.		8-K12G3<br>(Exhibit 10.2)	5/27/2025	000-56752
10.14†		Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Aaron Rosenberg.		8-K12G3<br>(Exhibit 10.3)	5/27/2025	000-56752
10.15†		Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Xiaodong Wang.		8-K12G3<br>(Exhibit 10.7)	5/27/2025	000-56752
10.16†		Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd. and Lai Wang.		8-K12G3<br>(Exhibit 10.4)	5/27/2025	000-56752

Table of Contents

Exhibit No.	Exhibit Description	Filed/ Furnished<br>Herewith	Incorporated by Reference<br>Herein from Form or Schedule	Filing Date	SEC File/<br>Reg. Number
10.17†	Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Chan Lee.		8-K12G3<br>(Exhibit 10.5)	5/27/2025	000-56752
Other Agreements
10.18##	Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl		10-Q<br>(Exhibit 10.1)	11/9/2023	001-37686
10.19##	First Amendment to the Settlement and Termination Agreement, dated as of January 10, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl		10-K<br>(Exhibit 10.21)	2/26/2024	001-37686
10.20	Second Amendment to the Settlement and Termination Agreement, dated as of December 4, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl		10-K<br>(Exhibit 10.23)	2/27/2025	001-37686
10.21##	Royalty Purchase Agreement, dated August 25, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Royalty Pharma Investments 2023 ICAV		10-Q<br>(Exhibit 10.1)	11/6/2025	001-37686
10.22##	Facilities Agreement, dated November 14, 2025, by and among the Registrant, as borrower, certain subsidiaries of the Registrant listed in the Facilities Agreement, as guarantors, The Hongkong and Shanghai Banking Corporation Limited, as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders	X
19.1	Insider Trading Policy	X
19.2	Special Trading Procedures for Insiders	X
21	List of Subsidiaries of the Registrant	X
23.1	Consent of Ernst & Young LLP	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	X

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Exhibit No.	Exhibit Description	Filed/ Furnished<br>Herewith	Incorporated by Reference<br>Herein from Form or Schedule	Filing Date	SEC File/<br>Reg. Number
32.1*	Certification of Principal Executive Officer and Principle Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	X
97	Compensation Recovery Policy	X
99.1	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)	X

† Indicates a management contract or any compensatory plan, contract or arrangement.

##    Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[...***...]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.

*Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10‑K to be signed on its behalf by the undersigned, thereunto duly authorized.

	BEONE MEDICINES LTD.
Date: February 26, 2026	By:	/s/ JOHN V. OYLER
		John V. Oyler
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

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POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints John V. Oyler, Aaron Rosenberg and Chan Lee, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney‑in‑fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys‑in‑fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys‑in‑fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed by the following persons in the capacities indicated below and on the dates indicated:

Signature		Title	Date
/s/ JOHN V. OYLER		Chief Executive Officer and Chairman	February 26, 2026
John V. Oyler	(Principal Executive Officer)
/s/ AARON ROSENBERG		Chief Financial Officer	February 26, 2026
Aaron Rosenberg	(Principal Financial Officer)
/s/ TITUS BALL		Chief Accounting Officer	February 26, 2026
Titus Ball	(Principal Accounting Officer)
/s/ OLIVIER BRANDICOURT		Director	February 26, 2026
Olivier Brandicourt
/s/ MARGARET DUGAN		Director	February 26, 2026
Margaret Dugan
/s/ MICHAEL GOLLER		Director	February 26, 2026
Michael Goller
/s/ ANTHONY C. HOOPER		Director	February 26, 2026
Anthony C. Hooper
/s/ RANJEEV KRISHANA		Director	February 26, 2026
Ranjeev Krishana
/s/ ALESSANDRO RIVA		Director	February 26, 2026
Alessandro Riva
/s/ CORAZON (CORSEE) D. SANDERS		Director	February 26, 2026
Corazon (Corsee) D. Sanders
/s/ SHALINI SHARP		Director	February 26, 2026
Shalini Sharp
/s/ XIAODONG WANG		Director	February 26, 2026
Xiaodong Wang
/s/ QINGQING YI		Director	February 26, 2026
Qingqing Yi

Document

Exhibit 4.4

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The following description of our share capital is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Association (as amended or amended and restated, our “articles of association”), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K. The terms “the Company”, “we,” “our,” and “us” refer solely to BeOne Medicines Ltd. and not its subsidiaries.

General

Registered Shares. Our shares are registered shares (Namenaktien) with a par value of US$0.0001 each (the “Registered Shares”). Our Registered Shares are fully paid and non-assessable, and rank pari passu in all respects with each other, including with regard to entitlement to dividends, liquidation proceeds, and pre-emptive subscription rights (Bezugsrechte). We do not have any Registered Shares carrying preferential rights.

One Share, One Vote. Each Registered Share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in our share registers (including the share registers maintained in Hong Kong and Shanghai) through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative, on the basis of a written proxy, or by any other representative who need not be a shareholder.

Shareholders wishing to exercise their voting rights who hold their Registered Shares through a broker, bank, or other nominee should follow the instructions provided by such broker, bank, or other nominee or, absent instructions, contact such broker, bank, or other nominee for instructions. Shareholders holding their Registered Shares through a broker, bank, or other nominee will not automatically be registered in our share registers. If any such shareholder wishes to be registered in our share registers, such shareholder should contact the broker, bank, or other nominee through which it holds Registered Shares.

Our articles of association do not limit the number of Registered Shares that may be voted by a single shareholder.

Registered Shares held by or on behalf of the Company or subsidiaries of the Company (“Treasury Shares”) will not be entitled to vote at general meetings of shareholders.

Share Register. We maintain, by ourselves or through third parties, share registers listing the surname, first name, and address (in the case of legal entities, the company name and business address) of the holders of our Registered Shares. A shareholder must notify the relevant share registrars of any change in address in accordance with applicable laws. Until such notification has occurred, all our written communication to shareholders of record shall be deemed to have validly been made if sent to the address recorded in the share register. We have appointed Computershare Schweiz AG as our share registrar in Switzerland, China Securities Depository and Clearing Corporation Limited to act as our registrar and transfer agent for the shares listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (“SSE”) (the “STAR Market”) (the “RMB Shares”), and Computershare Hong Kong Investor Services Limited (the “HK Registrar”) to hold and maintain our branch register of shareholders in Hong Kong for shares listed on The Stock Exchange of Hong Kong Limited (“HKEx”).

The board of directors of the Company (the “Board of Directors”) has the authority to request, to the extent practicable under applicable laws, regulations and listing rules, that holders of Registered Shares who, upon acquisition of Registered Shares apply for registration as a shareholder with voting rights in the share register expressly declare that they have acquired the Registered Shares in their own name and for their own account, that there is no agreement on the redemption or return of the Registered Shares, and that they bear the economic risk associated with the Registered Shares. The Board of Directors is authorized to reject the entry of holders of Registered Shares as a shareholder with voting rights in the share register who do not provide such a declaration. The Board of Directors may also cancel such a holder of Registered Shares’ registration in the share register with retroactive effect as of the date of registration, if such registration was made based on false or misleading information.

The Board of Directors may record nominees, including recognized clearing houses (or its nominee(s)) or depositaries (or its nominee(s)), who hold Registered Shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share registers of the Company. Beneficial owners of Registered Shares who hold Registered Shares through a nominee, including recognized clearing houses (or its nominee(s)) or depositaries (or its nominee(s)), exercise shareholders’ rights through the intermediation of such nominee.

Legislation under which the Shares were Created. Our Registered Shares were created under the Swiss Code of Obligations. The rights and restrictions attaching to our Registered Shares are governed by our articles of association and the laws of Switzerland.

Transferability. Subject to applicable securities laws or listing rules, our Registered Shares are freely transferable by their holders.

Form of Shares. Our Registered Shares are issued in registered form (Namenaktien). The Company may issue the Registered Shares as uncertificated securities, intermediated securities, or in the form of single or global certificates and, subject to the conditions of applicable law, may convert Registered Shares from one form into another form at any time and without approval of shareholders. A shareholder has no right to request a conversion of the Registered Shares issued in one form into another form.

Signatures. Share certificates evidencing Registered Shares bear the signatures of two duly authorized signatories of the Company, of which at least one must be a member of the Board of Directors.

Participation Certificates (Partizipationsschein), Profit Sharing Certificates (Genussschein) and Preference Shares (Vorzugsaktie). It is foreseen that we will neither issue any non-voting equity security such as participation certificates (Partizipationsscheine) or profit-sharing certificates (Genussscheine), nor issue preference shares (Vorzugsaktien). However, under the Swiss Code of Obligations, such non-voting equity securities may be created by a duly convened shareholders’ meeting.

Number, Book Value and Par Value of Treasury Shares. “Treasury Shares” are available for future share issuances, such as pursuant to our employee benefit plans. Treasury shares do not have voting rights.

Our Capital Structure

Issued Share Capital. Based on our issued and outstanding Registered Shares as of the February 13, 2026, our issued share capital was divided into 1,540,975,898 fully paid Registered Shares (each with a par value of US$0.0001).

Capital Band. Under the Swiss Code of Obligations, prior approval by shareholders at a general meeting of shareholders is generally required to authorize, for later issuance, the issuance of Registered Shares, or rights to subscribe for, or convert into, Registered Shares (which rights may be connected to debt instruments or other obligations). Our articles of association provide for a capital band, giving the Board of Directors the authority to issue new Registered Shares or cancel Registered Shares repurchased by the Company or its subsidiaries. The authority of the Board of Directors under the capital band is limited in time and to a specific range regarding the number of Registered Shares that may be issued and/or cancelled. We have a capital band ranging from an amount in U.S. Dollars equal to 1,386,878,308 Registered Shares multiplied by a par value of US$0.0001 (lower limit), to an amount in U.S. Dollars equal to 2,311,463,847 Registered Shares multiplied by a par value of US$0.0001 (upper limit), corresponding to a 10% downward and a 50% upward range, and the Board of Directors is authorized to, without shareholder approval, increase or reduce the share capital once or several times within such range and in any (partial) amount, or to cause the Company or any of its group of companies to acquire (including under a share repurchase program) Registered Shares directly or indirectly, until April 28, 2029 as provided in our articles of association.

In the event of a share issuance within our capital band, the Board of Directors determines all relevant terms of the issuance, including the date of the issuance, the issuance price, the type of contribution, the beginning date for dividend entitlement and, subject to the provisions of our articles of association, the conditions for the exercise of the subscription rights with respect to the issuance. The Board of Directors may allow subscription rights that are not exercised to expire, or it may place such rights or Registered Shares, the subscription rights of which have not been exercised, at market conditions or use them otherwise in our interests. After April 28, 2029, the capital band is available to the Board of Directors for issuance of additional Registered Shares only if the authorization is reapproved by shareholders.

In a share issuance based on our capital band, our shareholders have subscription rights to obtain newly issued Registered Shares in an amount proportional to the par value of the Registered Shares they already hold. However, under our articles of association, the Board of Directors is authorized to withdraw or limit such subscription rights and allocate such rights to third parties (including individual shareholders), the Company or any of its group companies in the following circumstances:

•if the issue price of the new Registered Shares is determined by reference to the market price;

•for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders;

•for the acquisition of companies, part(s) of companies or participations therein, for the acquisition of products, intellectual property or licenses by or for investment projects of the Company or any of its group companies, in connection with collaborations with third parties, including for product development and commercialization, or for the financing or refinancing of any of such transactions through a placement of Registered Shares;

•for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, such as allowing the participation of strategic partners including financial investors;

•in connection with the listing of new Registered Shares or American Depositary Shares (“ADSs”) on domestic or foreign stock exchanges;

•for granting an over-allotment option of up to 15% of the total number of Registered Shares in a placement or sale of new Registered Shares to the respective initial purchaser(s) or underwriter(s);

•for the participation of members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants, or other persons performing services for the benefit of the Company or any of its group companies;

•following a shareholder or a group of shareholders acting in concert having accumulated shareholdings in excess of 15% of the share capital without having submitted to all other shareholders a takeover offer recommended by the Board of Directors, or

•for the purposes of defense of an actual, threatened, or potential takeover bid that the Board of Directors, upon consultation with an independent financial advisor, has not recommended the shareholders to accept on grounds that such takeover bid would not be financially fair to the shareholders.

Advance subscription rights of shareholders are excluded with regard to allotment of rights or obligations of new Registered Shares issued via the capital band.

Conditional Share Capital. We have a conditional share capital in connection with the issuance of new Registered Shares upon exercise of conversion, exchange, exercise, option, warrant, subscription, or other rights or obligations to acquire Registered Shares in connection with bonds, notes, loans, options, warrants, or other securities or contractual obligations, allowing for an issuance of up to 308,195,179 Registered Shares, representing approximately 20% of our share capital, and a conditional share capital for purposes of equity incentive plans allowing for the issuance of up to 462,292,769 Registered Shares, representing approximately 30% of our share capital.

In connection with the exercise of conversion, exchange, exercise, option, warrant, subscription, or other rights or obligations to acquire Registered Shares in connection with issued bonds, notes, loans, options, warrants, or other securities or contractual obligations convertible into or exercisable or exchangeable for Registered Shares, the subscription rights of shareholders for any such new Registered Shares are excluded and the Board of Directors is authorized to withdraw or limit the advance subscription rights of shareholders with respect to Registered Shares issued from our conditional share capital, if (1) there is a valid reason in connection with the issuance of Registered Shares via the capital band (see immediately above), or (2) the bonds or similar instruments are issued on appropriate terms. If the Board of Directors does not grant such advance subscription rights:

•the acquisition price of the new Registered Shares shall be set taking into account the market price prevailing at the date on which the financial instruments or obligations are issued; and

•the financial instruments or obligations may be converted, exchanged, or exercised during a maximum period of 30 years from the date of the relevant issuance of or entry into the financial instruments or obligations.

The subscription rights and the advance subscription rights of shareholders are excluded with respect to new Registered Shares issued from our conditional share capital to members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants, or other persons providing services to the Company or any of its group companies exercising their rights to, or resulting from obligations to, acquire Registered Shares under the terms of our equity incentive plans.

Treasury Shares. Pursuant to the Swiss Code of Obligations, we and our group companies may only purchase or repurchase our Registered Shares if and to the extent that there are sufficient distributable profits from the previous fiscal years, or if the Company has freely distributable reserves, including out of capital contribution reserves, each as presented on the balance sheet included in the annual standalone statutory financial statements of the Company. The aggregate par value of all Registered Shares held by us and our group companies may not exceed 10% of the registered share capital. However, we may purchase or repurchase our Registered Shares beyond the statutory limit of 10% if the shareholders pass a resolution at a general meeting of shareholders (including as part of the capital band provision included in our articles of association) authorizing the Board of Directors to purchase or repurchase Registered Shares in an amount in excess of 10% and such purchased or repurchased Registered Shares are dedicated for cancellation. Any Registered Shares purchased or repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) or, if purchased or repurchased pursuant to the authority granted in the capital band provision of our articles of association, upon our Board of Directors effecting the cancellation. Purchased or repurchased Registered Shares held by us or our group companies do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the Registered Shares.

Upon completion of our redomiciliation from the Cayman Islands to Switzerland (the “Continuation”), certain Registered Shares held by one of our subsidiaries were included in our issued share capital and are considered own Registered Shares of the Company, or “Treasury Shares,” under Swiss law. We have used, and continue to use, these Treasury Shares to satisfy obligations to deliver Registered Shares in connection with awards granted under our equity incentive plans and agreements and for such other purposes as our Board of Directors may determine.

Subscription Rights and Advance Subscription Rights

Under the Swiss Code of Obligations, the prior approval of a general meeting of shareholders is generally required to authorize the issuance or authorization of the Board of Directors for the later issuance of Registered Shares, or rights to subscribe for, or convert into, Registered Shares (which rights may be connected to debt instruments or other financial obligations). In addition, the existing shareholders have subscription rights in relation to such Registered Shares or rights in proportion to their holdings. The shareholders may, with the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the Registered Shares represented at the general meeting, withdraw or limit the subscription rights for valid reasons (such as a merger, an acquisition, or any of the reasons authorizing the Board of Directors to withdraw or limit the subscription rights of shareholders in the context of the capital band as described above).

If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to the Board of Directors. The articles of association provide for this delegation with respect to capital band and conditional share capital in certain circumstances.

Articles of Association

The following summary of the articles of association is qualified in its entirety by applicable provisions of Swiss law.

Company’s Name. In accordance with our articles of association, the Company’s English name is “BeOne Medicines Ltd.”

Company’s Purposes. We are the holding company of the BeOne group of companies. Our business purpose pursuant to our articles of association is to acquire, hold, manage, realize and sell, whether directly or indirectly, participations in companies in Switzerland and abroad including, without limitation, companies active in the field of oncology, healthcare, life sciences, or related fields. We may engage in all other types of transactions that appear appropriate to promote, or are related to, the purpose of the Company. We may acquire, hold, manage, mortgage, realize and sell real estate, intellectual property rights and other assets in Switzerland and abroad and may also own or fund other companies in any type of business in Switzerland or abroad.

Shareholders’ Meetings. The shareholders’ meeting is our supreme corporate body. Ordinary and extraordinary shareholders’ meetings may be held. The following powers are vested exclusively in the shareholders’ meeting:

•adoption and amendment of the articles of association;

•election of the chair and the members of the Board of Directors, the members of the compensation committee, the external auditor(s) and the independent voting rights representative(s);

•approval of the management report, unless an exemption applies, the standalone statutory financial statements and the consolidated financial statements;

•approval of the allocation of profit or loss shown on the balance sheet contained in the standalone statutory financial statements of the Company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve, such as in the form of qualifying capital contribution reserves);

•granting discharge to the members of the Board of Directors and the persons entrusted with management from liability for business conduct to the extent such conduct is known to the shareholders;

•the approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the Board of Directors and executive management team in the prior fiscal year;

•the delisting of the Company’s equity securities;

•the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code of Obligations; and

•passing resolutions as to all matters reserved to the authority of the shareholders’ meeting by law or under the articles of association, or that are submitted to the shareholders’ meeting by the Board of Directors and are not exclusively vested with our Board of Directors or auditors.

Under the Swiss Code of Obligations and our articles of association, we must hold an ordinary general meeting of shareholders annually within six months after the end of each fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing or re-electing the chair of the Board of Directors, the members of the Board of Directors, and the members of the compensation committee, and annually approving the maximum aggregate compensation payable to the Board of Directors and the executive management team. The invitation to general meetings may, at the election of the Board of Directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting, or provided to the shareholder based on their most recent contact information, at least 21 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders’ meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders’ meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification is required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

Annual general meetings of shareholders may be convened by the Board of Directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held in Switzerland or abroad. We expect to set the record date for each general meeting of shareholders on a date not more than 20 calendar days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the record date.

An extraordinary general meeting of the Company may be called in the circumstances provided by law, the resolution of the Board of Directors or, under certain circumstances, by the Company’s auditor. In addition, pursuant to our articles of association, the Board of Directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested in writing by shareholder(s) holding an aggregate of at least 5% of the Registered Shares or votes as recorded in the share register, specifying agenda items and proposals. The Board of Directors may include any additional agenda items or proposals. If the Board of Directors does not grant such request within 60 days, the requesting shareholders may request the court to order that the extraordinary general meeting be convened.

Under our articles of association and Swiss law, shareholders who hold, alone or together, at least 0.5% of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by us at least 120 calendar days prior to the first anniversary of the date (as stated in our proxy materials) on which the definitive proxy statement for the prior year’s annual general meeting was first released to our shareholders. If no annual general meeting was held in the prior year, such requests must be made by the later of (i) 150 calendar days prior to the annual general meeting, or (ii) 10 calendar days after the first public announcement or other notification to the shareholders of the annual general meeting date.

To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in our proxy materials) on which the definitive proxy statement for the prior year’s annual general meeting was first released to our shareholders, deliver a notice to, and such notice must be received by, us at our registered office; provided, however, that if the annual general meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that we first make public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”).

Quorum and Majority Requirements for Shareholders’ Meetings. Pursuant to our articles of association, we have a general attendance quorum requirement for the adoption of resolutions at general meetings that a majority of all the Registered Shares entitled to vote must be present or represented at the commencement of the meeting (whereby broker non-votes shall be included for purposes of determining the presence quorum). The Board of Directors has no authority to waive the quorum requirements stipulated in the articles of association.

Under our articles of association, resolutions generally require the approval of a simple majority of the votes cast at a general meeting (broker non-votes, abstentions and blank and invalid ballots will be disregarded), unless a different voting standard is required by Swiss law or the articles of association. Each Registered Share grants the right to one vote. Shareholder resolutions requiring approval by a simple majority of the votes cast at a general meeting include elections of directors and the statutory auditor, approval of the standalone and the consolidated financial statements, approving the appropriation of the available earnings or the net loss, including through the distribution of a dividend, if any, and decisions to discharge directors and the executive management team from liability from conduct during the prior year.

The approval of at least two-thirds of the votes and the majority of the par value of the Registered Shares, each as present or represented at a general meeting, is required for resolutions with respect to:

•a modification of the purpose of the Company;

•the consolidation of shares listed on a stock exchange (i.e. a reverse stock split);

•an increase in share capital through the conversion of freely available equity, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

•the limitation or cancellation of subscription rights;

•the introduction of, amendments to, or an extension of a conditional share capital or a capital band;

•the introduction of shares with preferential voting rights;

•restrictions on the transferability of Registered Shares and the cancellation of such restrictions;

•amendments to the rights of existing share classes;

•an authorized or conditional increase in share capital;

•the change of currency of the share capital;

•the introduction of the casting vote of the acting chair in the general meeting;

•the delisting of the Company’s equity securities;

•a change of the place of incorporation of the Company; and

•dissolution of the Company.

The same qualifying majority voting requirements apply to resolutions in relation to transactions among companies based on the Swiss Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets (the “Merger Act”), including a merger, demerger or conversion of a company (other than cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company - in such a merger, an affirmative vote of 90% of the outstanding Registered Shares is required). Such supermajority approval requirement may also be required under Swiss law in connection with the sale of “all or substantially all of its assets” by the Company.

Pursuant to our articles of association, where any shareholder, member of the Board of Directors or officer is, under the Rules Governing the Listing of Securities on HKEx (the “HK Listing Rules”), required to abstain from voting on any particular resolution of the general meeting of shareholders or is restricted to voting only for or only against any particular resolution of the General Meeting (each such person an “Interested Shareholder,” and each shareholder that is not an Interested Shareholder, a “Disinterested Shareholder”), the relevant majority under the articles of association or applicable law for a particular resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the articles of association, and (ii) the majority of the votes cast by the Disinterested Shareholders.

Attendance at Meetings and Voting Procedure. The Board of Directors determines the location of general meeting of shareholders. The location can be in Switzerland or abroad. The Board of Directors may also determine to hold general meetings of shareholders simultaneously at different locations, provided that the contributions of the participants are transmitted directly via video and/or audio to all venues, and/or that shareholders who are not present at the venue or venues of the general meeting may exercise their rights by electronic means. The Board of Directors may also determine to hold general meetings virtually, without any physical location.

Each shareholder registered in the share register as a shareholder with voting rights is entitled to participate at general meetings and in any vote taken.

Voting rights may be exercised by shareholders registered in our share register, through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative, or on the basis of a written proxy by any other representative who need not be a shareholder.

The chair of the Board of Directors or, in his or her absence, the vice-chair, if any, or any other person appointed by the Board of Directors takes the chair of the shareholders’ meeting. The acting chair has the power and authority necessary to ensure the orderly conduct of the meeting.

The acting chair of the shareholders’ meeting determines the voting procedures (e.g., electronically or by written ballots).

Dividend Distributions

Under Swiss law, distributions of dividends may be paid out only if the company has sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of the Company. The affirmative vote of shareholders holding a simple majority of the votes cast at a general meeting (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) must approve distributions of dividends. The Board of Directors may propose to shareholders that a distribution of dividend be paid but cannot itself authorize the dividend.

Under the Swiss Code of Obligations, if the statutory reserves of the Company amount to less than 20% of the share capital recorded in the Swiss commercial register (i.e., 20% of the aggregate par value of the registered capital of the Company), then at least 5% of the annual profit of the Company must be allocated to the statutory profit reserve. The Swiss Code of Obligations and the articles of association permit us to accrue additional reserves. In addition, we are required to create a special reserve on our standalone annual statutory balance sheet in the amount of the purchase price of Registered Shares any of our group companies repurchases, which amount may not be used for dividends or subsequent repurchases. Treasury Shares held directly by us are presented on the standalone annual statutory balance sheet of the Company as a reduction of total shareholders’ equity. Swiss companies generally must maintain a separate company standalone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. Our statutory auditor must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code of Obligations and the articles of association. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. The articles of association provide that dividends that have not been claimed within five years after the due date become the property of the Company and are allocated to the statutory profit reserves.

We expect to declare any distribution of dividends and other capital distributions in U.S. dollars and/or RMB. Further, as noted above, for the foreseeable future, we expect to pay dividends as a repayment of capital contribution reserves, which would not be subject to Swiss withholding tax.

Say on Pay

We are required to hold non-binding shareholder advisory votes on executive compensation required by SEC rules on an annual basis.

In addition, under Swiss law, we are required to hold annual binding shareholder votes on the prospective maximum aggregate amount of compensation of each member of the Board of Directors (for the period between annual meetings) and the executive management team (for the fiscal year commencing after the annual general meeting at which ratification is sought). Shareholders are further required to vote at each annual general meeting, on an advisory basis, on the compensation report (established under Swiss law) regarding the compensation of the members of the Board of Directors and the executive management team in the preceding fiscal year.

If the maximum aggregate amount of compensation already ratified by shareholders at an annual general meeting is not sufficient to also cover the compensation of one or more persons who become members of the executive management team after the shareholders have ratified the compensation of the executive management team for the relevant period, then the Board of Directors is authorized, under the articles of association, to pay such new member(s) a supplementary amount during the compensation period(s) that have already been ratified. The supplementary amount per compensation period may in total not exceed 100% of the respective aggregate amount of (maximum) compensation of the executive management team last approved by shareholders.

Environmental, Social and Governance Matters

Pursuant to article 964a et seq. of the Swiss Code of Obligations, we are required to establish a report on non-financial matters covering the following matters: (1) environmental matters (including climate matters), in particular CO2 goals; (2) social issues; (3) employee-related issues; (4) respect for human rights; and (5) combating corruption. The report must contain the information required to understand the business performance, the business result, the state of the undertaking, and the effects of its activity on the above non-financial matters.

More particularly, the report must include: (1) a description of the business model; (2) a description of the policies adopted in relation to the matters referred to above, including the due diligence applied; (3) a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures; (4) a description of the main risks related to the above matters and how the undertaking is dealing with these risks, in particular (a) risks that arise from the undertaking’s own business operations, and (b) provided this is relevant and proportionate, risks that arise from its business relationships, products, or services; and (5) the main performance indicators for the undertaking’s activities in relation to the above matters.

The Board of Directors is required to submit the report to shareholders for approval by the annual general meeting.

Inspection of Books and Records. Under the Swiss Code of Obligations, a shareholder has the right to inspect the share register with regard to its, his or her own shares and otherwise to the extent necessary to exercise its, his, or her shareholder rights. No other person has a right to inspect the share register.

The books and correspondence of a Swiss company may be inspected with the express authorization of the general meeting of shareholders or by resolution of the Board of Directors and subject to the safeguarding of the company’s business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from the Board of Directors concerning the affairs of the company. Shareholders may also ask the auditor questions regarding its audit of the company. The Board of Directors and the auditor must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to prevailing business secrets or other material interests of the Company.

Special Investigation. If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a independent expert in a special investigation. If the general meeting of shareholders approves the proposal, we or any shareholder may, within three months after the general meeting of shareholders, request for the court to appoint as independent expert. If the general meeting of shareholders rejects the request, one or more registered shareholders representing at least 5% of the share capital or voting rights may request the court to order the special investigation. The court will issue such an order if the petitioners can demonstrate that the Board of Directors, any member of the Board of Directors, or an officer of the Company infringed the law or articles of association and thereby harmed the Company or the shareholders. The costs of the investigation would generally be allocated to us and only in exceptional cases to the petitioners.

Modifications to the Share Capital - Authority to Issue Shares. Our share capital may be increased (a) in consideration of cash contributions pursuant to a resolution passed at a general meeting of the Company by a simple majority of the votes cast at the meeting if shareholders’ preferential subscription rights are safeguarded, or (b) pursuant to a resolution passed at a general meeting of the Company by a majority of two-thirds of the votes and an absolute majority of the par value of the Registered Shares, each as represented at the general meeting, authorizing a capital increase, among other things, (i) in consideration of contributions in kind (Sacheinlage), (ii) where preferential subscription rights (Bezugsrechte) of the existing shareholders are limited or excluded, or (iii) where the issue price of new Registered Shares issued in the capital increase is paid by way of a conversion of freely available equity into share capital.

In addition, under the Swiss Code of Obligations, the general meeting may authorize the Board of Directors to effect a share capital increase based on:

a)a capital band (Kapitalband) to be utilized at the discretion of the Board of Directors within a period not exceeding five years from the date of the approval by the shareholders of such capital band and within a range not exceeding +/- 50% of the registered share capital as of the date of such approval; and

b)conditional share capital (bedingtes Aktienkapital) for the purpose of issuing Registered Shares (i) in connection with the bonds, notes, loans, options, warrants, or other securities or contractual obligations convertible into, exercisable, or exchangeable for Registered Shares, or (ii) to members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants, or other persons providing services to the Company or any of its group companies under the terms of our equity incentive plans. The conditional share capital is not limited in time; however, the Registered Shares issuable based on the conditional share capital may not exceed 50% of the issued share capital as of the date of the approval by the general meeting.

Transfers and Registration of Shares. No restrictions apply to the transfer of our Registered Shares. So long as and to the extent that the Registered Shares are intermediated securities within the meaning of the Swiss Federal Intermediated Securities Act, (i) any transfer of the Registered Shares is effected by a corresponding entry in the securities deposit account of a bank or a depository institution, (ii) Registered Shares cannot be transferred by way of assignment, and (iii) a security interest in any Registered Shares cannot be granted by way of assignment. Registered Shares held as book-entry shares (Wertrechte) are transferred by way of assignment, and Registered Shares represented by certificates are transferred by way of delivery and endorsement of the certificates or such other requirements as stipulated by applicable law.

Any person who acquires Registered Shares may submit a request to us to be entered into the share register as a shareholder with voting rights, provided such persons expressly declare that they have acquired the shares in their own name and for their own account, that there is no agreement on the redemption of the shares and that they bear the economic risk associated with the shares. The Board of Directors may record nominees who hold shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share register of the Company. Beneficial owners of shares who hold shares through a nominee exercise the shareholders’ rights through the intermediation of such nominee.

We have a branch register of shareholders in Hong Kong maintained by the HK Registrar, a branch register of shareholders maintained by China Securities Depository and Clearing Corporation Limited (“CSDC”), and a share register maintained by us or a third-party service provider, reflecting all Registered Shares held in the name of the Depositary as depositary for the ADSs and all Registered Shares held as book-entry shares (Wertrechte) or in the form of certificates outside of the registration and clearing services provided by the HK Registrar and CSDC, which act as transfer agent and registrar. The share register reflects only record owners and usufructuaries of Registered Shares. Swiss law does not recognize fractional share interests.

Formation; Fiscal Year; Registered Office

We are incorporated and domiciled in Basel-Stadt, Switzerland, and operate as a stock corporation (Aktiengesellschaft / Société Anonyme) under Swiss law. Our fiscal year is the calendar year. The address of the registered office of the Company and principal executive office is Aeschengraben 27, 21st Floor, 4051 Basel, Switzerland, and the telephone number at that address is +41 616 851 900.

Uncertificated Shares

We have issued Registered Shares in uncertificated, book-entry form. A limited number of Registered Shares may continue to be represented by certificates.

Stock Exchange Listing

Our ADSs are listed on Nasdaq under the trading symbol “ONC.” Our ordinary shares, par value $0.0001 per share (“Ordinary Shares”), are listed on the HKEx under the stock code of “06160,” and our RMB Shares are listed on the STAR Market under the stock code of “688235.”

No Liability for Further Calls or Assessments

Our Registered Shares are duly and validly issued, fully paid, and non-assessable.

No Redemption and Conversion

The Registered Shares are not convertible into shares of any other class or series or subject to redemption either by us or the holder of the Registered Shares.

Board of Directors and Management Bodies

Board of Directors and Term; Duties; Delegation. The articles of association provide that the number of directors of the Company shall be not less than three. The Board of Directors has the authority to propose nominees for election by the general meeting of shareholders. The general meeting of shareholders has the inalienable power to elect the members of the Board of Directors, along with the chair of the Board of Directors. Each director is elected individually and holds a term of office until the completion of the next annual general meeting. Re-election is possible. Directors are elected at a general meeting of shareholders by a simple majority of the votes cast at the general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority).

Under the Swiss Code of Obligations, directors may at any time, with or without cause and with immediate effect, resign from office.

Pursuant to the organizational regulations of the Company, the Board of Directors is entrusted with the ultimate direction of the Company, including determining the principles of business strategy and the related policies, the overall supervision of the group companies and the supervision of the executive management team. To the extent that the Swiss Code of Obligations allows delegation by the Board of Directors to executive management, and such delegation is actually made by virtue of the organizational regulations of the Company or by a resolution of the Board of Directors, the responsibility of the Board of Directors is limited to the due election, instruction, and supervision of the executive management.

Standard of Conduct for Directors. A director of a Swiss company is bound to performance standards as specified in the Swiss Code of Obligations. Under these standards, a director must act in accordance with the duties imposed by statutory law, in accordance with the company’s articles of association and in the best interests of the company. A director is generally disqualified from participating in a decision that directly affects him or her. A director must generally safeguard the interests of the company in good faith, adhere to a duty of loyalty and a duty of care and, absent special circumstances, extend equal treatment to all shareholders in like circumstances. The members of the Board of Directors are liable to the Company, its shareholders and, in bankruptcy, its creditors for damage caused by any violation of their duties. So long as the majority of the Board of Directors is disinterested and acts on an informed basis and with the belief that its actions are in the best interests of the Company, a decision made by the Board of Directors would be protected by a judicially developed business judgment rule (based on which courts exercise restraint in reviewing business decisions of a company’s board of directors); at least as long as no special statutory duties of the Board of Directors are triggered, such as by the company’s overall indebtedness or liquidity situation.

Indemnification of Directors and Officers; Insurance. Based on the interpretation of leading Swiss legal scholars, we believe that, under Swiss law, the Company may indemnify its directors and officers against liability unless such liability results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the director or officer concerned. The articles of association provide for indemnification by the Company of our directors and officers and advancement of expenses to defend claims against directors and officers to the fullest extent allowed by law. Under the articles of association, a director or officer may not be indemnified if such person is found, in a final judgment or decree not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory duties as a director or officer. Swiss law permits the company, or each director or officer individually, to purchase and maintain insurance on behalf of such directors and officers. We may obtain such insurance from one or more third-party insurers or captive insurance companies.

We have entered into indemnification agreements with each of our directors and executive officers that provide for indemnification and expense advancement, as well as include related provisions meant to facilitate the indemnitee’s receipt of such benefits. The indemnification agreements provide that we will indemnify each such director and executive officer if such director or executive officer acted in good faith and reasonably believed he or she was acting in the best interests of the Company and, in addition, with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements provide for expense advancement subject to an undertaking by the indemnitee to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. The disinterested members of the Board of Directors or an independent counsel will determine whether indemnification payment should be made in any particular instance. In making such determination, the Board of Directors or the independent counsel, as the case may be, must presume that the indemnitee is entitled to such indemnification, and we have the burden of proof in seeking to overcome such presumption.

If the Board of Directors or the independent counsel determines that the director or executive officer is not entitled to indemnification, the indemnification agreements provide that such person is entitled to seek an award in arbitration with respect to his or her right to indemnification under such agreement.

Limitation of Liability of Directors. Swiss law does not permit a company to exempt any member of its Board of Directors from any liability for damages suffered by the company, the shareholders, or the company’s creditors caused by intentional or negligent violation of that director’s duties. However, the general meeting of shareholders may pass a resolution discharging the members of the Board of Directors from liability for certain limited actions. Such release is effective only for facts that have been disclosed to the shareholders and only vis-à-vis the company and those shareholders who have consented to the resolution, or who acquired shares subsequently with knowledge of the resolution.

Conflicts of Interest

Under the Swiss Code of Obligations, a director is required to safeguard the interests of the company and to adhere to a duty of loyalty and a duty of care. The Swiss Code of Obligations expressly requires members of the Board of Directors to inform each other immediately and fully of any conflicts of interest affecting them. It is then the responsibility of the Board of Directors to take the measures necessary to safeguard the interests of the company. Generally, a material conflict of interest disqualifies that director from participating in any board discussions and decisions affecting his or her interest. Breach of these principles may also entail personal liability of the directors to the company. In addition, the Swiss Code of Obligations requires a director to return to the company payments made to a director if such payments were not made on an arm’s length basis, or if the recipient of the payment was acting in bad faith. The Board of Directors has and will maintain written policies with respect to conflict of interest and related person transactions pursuant to which such transactions are reviewed, approved or ratified.

Repurchase of Registered Shares

The Swiss Code of Obligations limits a company’s ability to hold or repurchase its own shares. We and our group companies may only repurchase Registered Shares if and to the extent that there are sufficient distributable profits from the previous fiscal years, or if the Company has freely distributable reserves, including out of capital contribution reserves. The aggregate par value of all Registered Shares held by us and our group companies may not exceed 10% of the registered share capital. However, we may repurchase our own Registered Shares beyond the statutory limit of 10% if the shareholders pass a resolution at a general meeting of shareholders (including as part of the capital band provision included in the articles of association) authorizing the Board of Directors to repurchase Registered Shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any Registered Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of the articles of association, upon the Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Treasury Shares held by us or our group companies do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares.

Borrowing - Issuance of Debt Securities

Neither Swiss law nor our articles of association restricts our power to borrow and raise funds. The decision to borrow funds, including through the issuance of debt securities, is made by or under the direction of the Board of Directors. A shareholders’ resolution is not required.

Notices

Notices to shareholders are validly made by publication in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt). Invitations to general meetings of shareholders of the Company may also be made solely by way of publication of a proxy statement (or amendments or supplements thereto) filed with the SEC, HKEx and SSE. We provide notices to shareholders in English and Chinese.

Duration; Dissolution; Rights upon Liquidation

The duration of the Company is unlimited. We may be dissolved at any time with the approval of a majority of two-thirds of the votes present or represented at a general meeting. Dissolution by court order is possible if we become bankrupt, or for cause at the request of shareholders holding at least 10% of the share capital of the Company. Under Swiss law, any surplus arising out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in proportion to the paid-up par value of Registered Shares held, with the difference between the par value plus qualifying capital contributions reserves and the amount of the distribution being subject to Swiss withholding tax of 35%, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded between Switzerland and foreign countries. Registered Shares carry no privilege with respect to such liquidation surplus.

Statutory Auditors

Our shareholders must elect our statutory auditor at each annual general meeting of shareholders.

Limitations Affecting Shareholders

Exchange Control. Under current Swiss exchange control regulations, there are no limitations on the amount of payments that may be remitted by a Swiss company to non-residents, other than under government sanctions imposed on Belarus, Burundi, Central African Republic, Democratic Republic of Congo, Guatemala, Guinea, Guinea-Bissau, Haiti, Hamas, Palestinian Islamic Jihad, ISIL (Da'esh) and Al-Qaeda, Islamic Republic of Iran, Libya, Moldova, Myanmar, Nicaragua, North Korea, Republic of Iraq, Republic of South Sudan, Somalia, Sudan, Syria, the Taliban, the situation in Ukraine, Venezuela, Yemen, and Zimbabwe.

Exclusive Forum

Under our articles of association, the exclusive place of jurisdiction for any disputes arising under, out of or in connection with, or related to the corporate relationship is at the Company’s place of incorporation in Basel, Switzerland.

Our articles of association further provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the initial public offering of our RMB Shares to permitted investors in the People’s Republic of China (the “PRC”) and the listing of our RMB Shares on the STAR Market of the SSE (the “STAR Offering”), we and each of our directors and executive officers signed letters of undertaking to (i) confirm and acknowledge that any legal suits, actions or proceedings against us and/or our directors and officers arising from the STAR Offering and the listing of the RMB Shares on the STAR Market during the period when our RMB Shares are listed on the STAR Market (collectively, the “RMB Share Disputes”) shall be governed by the laws of the PRC and subject to the jurisdiction of competent courts in the PRC if such RMB Share Disputes are instituted in competent courts in the PRC, and (ii) undertake that we and our directors and officers waive any objections that we may have to the jurisdiction of such courts over the RMB Share Disputes or the application of PRC laws by such courts to the RMB Share Disputes.

Registration Rights

On November 16, 2016, we entered into a registration rights agreement with 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P., Hillhouse BGN Holdings Limited, HHLR Fund, L.P. (formerly known as Gaoling Fund, L.P.) and YHG Investment, L.P., (each an “Investor” and collectively, the “Investors”), all of which were existing shareholders. The registration rights agreement provides that, subject to certain limitations, if at any time and from time to time, the Investors demand that we register our ordinary shares and any other securities held by the Investors at the time any such demand is made on a Registration Statement on Form S-3 for resale under the Securities Act, we would be obligated to effect such registration. Our registration obligations under the registration rights agreement include our obligation to facilitate certain underwritten public offerings of our ordinary shares or ADSs by the Investors in the future. The registration rights agreement also requires us to pay expenses relating to such registrations and indemnify the Investors against certain liabilities. Our initial registration obligations under the registration rights agreement expired on November 16, 2020, but we and the Investors have entered into two separate amendments to the registration rights agreement, which have extended our registration obligations to December 31, 2026.

Pursuant to the share purchase agreement (as amended, the “Share Purchase Agreement”) dated October 31, 2019, by and between us and Amgen Inc. (“Amgen”), Amgen has specified registration rights. Following demand by Amgen, we shall, subject to certain limits as specified under the Share Purchase Agreement, file with the SEC a Registration Statement on Form S-3 (except if we are not then eligible to register for resale the registrable shares on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the registrable shares of Amgen. In addition, where we propose to register any of our ordinary shares or ADSs under the Securities Act for sale to the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement in a form not available for registering registrable shares for sale to the public), we will give notice to Amgen of our intention to do so and, upon the request of Amgen, use our reasonable best efforts to cause all the registrable shares of Amgen to be registered under the Securities Act in connection therewith, under specified circumstances and as set forth in the Share Purchase Agreement.

Description of Our American Depositary Shares

Our ADSs represent ownership interests in securities that are on deposit with the depositary bank. Citibank, N.A. (“Citibank”) acts as the depositary bank for the ADSs. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs” that are issued by the depositary bank. The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A. Hong Kong, presently located at 9/F, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.

We have appointed Citibank as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement, as amended, is on file with the SEC under cover of a Current Report on Form 8-K12G3 filed on May 27, 2025. You may obtain a copy of the deposit agreement from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC’s website (www.sec.gov). Please refer to File Number 000-56752 when retrieving such copy.

We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, 13 Ordinary Shares that are on deposit with the depositary bank and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary bank or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and Citibank may agree to change the ADS-to-Ordinary Share ratio by amending the amended and restated deposit agreement (the “A&R Deposit Agreement”). This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary bank and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary bank, the custodian or their nominees. Beneficial ownership in the deposited property will, under the terms of the A&R Deposit Agreement, be vested in the beneficial owners of the ADSs. The depositary bank, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary bank, and the depositary bank (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the A&R Deposit Agreement.

ADS holders are party to the A&R Deposit Agreement and therefore are bound to its terms and to the terms of any ADR that represents the ADSs. The A&R Deposit Agreement and the ADR specify our rights and obligations as well as ADS holders’ rights and obligations and those of the depositary bank. ADS holders appoint the depositary bank to act on their behalf in certain circumstances. The A&R Deposit Agreement and the ADRs are governed by New York State law. However, our obligations to the holders of Ordinary Shares will continue to be governed by the laws of Switzerland, which may be different from the laws in the United States.

In addition, applicable laws and regulations may require ADS holders to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. ADS holders are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary bank, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of ADS holders to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

We will not treat ADS holders as one of our shareholders, and ADS holders will not have direct shareholder rights. The depositary bank will hold the shareholder rights attached to the Ordinary Shares underlying the ADSs. ADS holders will be able to exercise the shareholder rights for the Ordinary Shares represented by their ADSs through the depositary bank only to the extent contemplated in the A&R Deposit Agreement. To exercise any shareholder rights not contemplated in the A&R Deposit Agreement, ADS holders need to arrange for the cancellation of their ADSs and become a direct shareholder.

The manner in which ADS holders own and/or hold ADSs (e.g., in a brokerage account vs. as registered holders on the ADS register maintained by the Depositary), the type of ADSs held (e.g., freely transferable ADSs vs. restricted ADSs, and/or full entitlement ADSs vs. partial entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS record date vs. before and/or after an ADS record date), and the number of ADSs held may affect a holder’s rights and obligations (including, without limitation, the ADS fees payable), and the manner in which, and the extent to which, the depositary bank’s services are made available to the holder, in each case pursuant to the terms of the A&R Deposit Agreement. ADS holders may hold ADSs either by means of an ADR registered in their name, through a brokerage or safekeeping account, or through an account established by the depositary bank in their name reflecting the registration of uncertificated ADSs directly on the books of the depositary bank (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary bank. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary bank to the holders of the ADSs. The direct registration system includes automated transfers between the depositary bank and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States. If ADS holders decide to hold ADSs through a brokerage or safekeeping account, they must rely on the procedures of the broker or bank to assert their rights as an ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit ADS holders’ ability to exercise their rights as an owner of ADSs. ADS holders should consult with their broker or bank on any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC.

The registration of the Ordinary Shares in the name of the depositary bank or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary bank or the custodian the record ownership in the applicable Ordinary Shares with the beneficial ownership rights and interests in such Ordinary Shares being at all times vested with the beneficial owners of the ADSs representing the Ordinary Shares. The depositary bank or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.

Dividends and Distributions

Holders of ADSs generally have the right to receive the distributions we make on the securities deposited with the custodian. Receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the A&R Deposit Agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.

Distributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, Citibank will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Switzerland.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. Citibank will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the A&R Deposit Agreement. Citibank will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary bank holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Ordinary Shares

Whenever we make a free distribution of Ordinary Shares for the securities on deposit with the custodian, we will deposit the applicable number of Ordinary Shares with the custodian. Upon receipt of confirmation of such deposit, Citibank will either distribute to holders new ADSs representing the Ordinary Shares deposited or modify the ADS-to-Ordinary Shares ratio, in which case each ADS will represent rights and interests in the additional Ordinary Shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-Ordinary Shares ratio upon a distribution of Ordinary Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the A&R Deposit Agreement. In order to pay such taxes or governmental charges, Citibank may sell all or a portion of the new Ordinary Shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable. If Citibank does not distribute new ADSs as described above, it may sell the Ordinary Shares received upon the terms described in the A&R Deposit Agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

Whenever we intend to distribute rights to subscribe for additional Ordinary Shares, we will give prior notice to Citibank and we will assist Citibank in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.

Citibank will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the A&R Deposit Agreement (such as opinions to address the lawfulness of the transaction). ADS holders may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of their rights. Citibank is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new Ordinary Shares other than in the form of ADSs.

Citibank will not distribute the rights to ADS holders if:

•We do not timely request that the rights be distributed to such holder or we request that the rights not be distributed to such holder; or

•We fail to deliver satisfactory documents to Citibank; or

•It is not reasonably practicable to distribute the rights.

Citibank will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If Citibank is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to Citibank and will indicate whether we wish the elective distribution to be made available to an ADS holder. In such case, we will assist Citibank in determining whether such distribution is lawful and reasonably practicable.

Citibank will make the election available to an ADS holder only if it is reasonably practicable and if we have provided all of the documentation contemplated in the A&R Deposit Agreement. In such case, Citibank will establish procedures to enable the ADS holder to elect to receive either cash or additional ADSs, in each case as described in the A&R Deposit Agreement.

If the election is not made available to an ADS holder, such holder will receive either cash or additional ADSs, depending on what a shareholder in Switzerland would receive upon failing to make an election, as more fully described in the A&R Deposit Agreement.

Other Distributions

Whenever we intend to distribute property other than cash, Ordinary Shares or rights to subscribe for additional Ordinary Shares, we will notify Citibank in advance and will indicate whether we wish such distribution to be made to ADS holders. If so, we will assist Citibank in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to ADS holders and if we provide to Citibank all of the documentation contemplated in the A&R Deposit Agreement, Citibank will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the A&R Deposit Agreement. In order to pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.

Citibank will not distribute the property to ADS holders and will sell the property if:

•We do not request that the property be distributed to ADS holders or if we request that the property not be distributed to ADS holders; or

•We do not deliver satisfactory documents to Citibank; or

•Citibank determines that all or a portion of the distribution to ADS holders is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify Citibank in advance. If it is practicable and if we provide all of the documentation contemplated in the A&R Deposit Agreement, Citibank will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. Citibank will convert into U.S. dollars upon the terms of the A&R Deposit Agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to Citibank. ADS holders may have to pay fees, expenses, taxes and other governmental charges upon the redemption of ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as Citibank may determine.

Changes Affecting Ordinary Shares

The Ordinary Shares held on deposit for ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Ordinary Shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.

If any such change were to occur, the ADSs would, to the extent permitted by law and the A&R Deposit Agreement, represent the right to receive the property received or exchanged in respect of the Ordinary Shares held on deposit. Citibank may in such circumstances deliver new ADSs, amend the A&R Deposit Agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Ordinary Shares. If Citibank may not lawfully distribute such property to the ADS holders, Citibank may sell such property and distribute the net proceeds to ADS holders as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Ordinary Shares

Citibank may create ADSs upon the deposit Ordinary Shares with the custodian. Citibank will deliver these ADSs to the person such ADS holder indicates only after payment of any applicable issuance fees and any charges and taxes payable for the transfer of the Ordinary Shares to the custodian. The ability to deposit Ordinary Shares and receive ADSs may be limited by U.S. and Swiss legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until Citibank or the custodian receives confirmation that all required approvals have been given and that the Ordinary Shares have been duly transferred to the custodian. Citibank will only issue ADSs in whole numbers.

When Ordinary Shares are deposited with Citibank, the shareholder will be responsible for transferring good and valid title to Citibank. As such, the shareholder will be deemed to represent and warrant that:

•The Ordinary Shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•All preemptive (and similar) rights, if any, with respect to such Ordinary Shares have been validly waived or exercised.

•The shareholder is duly authorized to deposit the Ordinary Shares.

•The Ordinary Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the A&R Deposit Agreement).

•The Ordinary Shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and Citibank may, at the shareholder’s cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination, and Split Up of ADRs

ADR holders will be entitled to transfer, combine or split up the ADRs and the ADSs evidenced thereby. For transfers of ADRs, holders will have to surrender the ADRs to be transferred to Citibank and also must:

•ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

•provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;

•provide any transfer stamps required by the State of New York or the United States; and

•pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the A&R Deposit Agreement upon the transfer of ADRs.

To have ADRs either combined or split up, a holder must surrender the ADRs in question to Citibank with a request to have them combined or split up, and must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the A&R Deposit Agreement, upon a combination or split up of ADRs.

Withdrawal of Ordinary Shares Upon Cancellation of ADSs

ADS holders will be entitled to present the ADSs to Citibank for cancellation and then receive the corresponding number of underlying Ordinary Shares at the custodian’s offices. The ability to withdraw the Ordinary Shares held in respect of the ADSs may be limited by U.S. and Swiss legal considerations applicable at the time of withdrawal. In order to withdraw the Ordinary Shares represented by ADSs, holders will be required to pay to Citibank the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the Ordinary Shares. Holders assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the A&R Deposit Agreement.

Citibank may ask holders of ADSs in their name to provide proof of identity and genuineness of any signature and such other documents as Citibank may deem appropriate before it will cancel the ADSs. The withdrawal of the Ordinary Shares represented by the ADSs may be delayed until Citibank receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that Citibank will only accept ADSs for cancellation that represent a whole number of securities on deposit.

ADS holders will have the right to withdraw the securities represented by the ADSs at any time except for:

•Temporary delays that may arise because (i) the transfer books for the Ordinary Shares or ADSs are closed, or (ii) Ordinary Shares are immobilized on account of a shareholders’ meeting or a payment of dividends.

•Obligations to pay fees, taxes and similar charges.

•Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The A&R Deposit Agreement may not be modified to impair ADS holders’ rights to withdraw the securities represented by the ADSs except to comply with mandatory provisions of law.

Voting Rights

ADS holders generally have the right under the A&R Deposit Agreement to instruct Citibank to exercise the voting rights for the Ordinary Shares represented by the ADSs.

At our request, Citibank will distribute to ADS holders any notice of shareholders’ meeting received from us together with information explaining how to instruct Citibank to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, Citibank may distribute to holders of ADSs instructions on how to retrieve such materials upon request.

If Citibank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions. Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated in the A&R Deposit Agreement). Please note that the ability of Citibank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure ADS holders that they will receive voting materials in time to enable the return of voting instructions to Citibank in a timely manner.

Fees and Charges

ADS holders will be required to pay the following fees (some of which may be cumulative) under the terms of the A&R Deposit Agreement:

Service	Fees
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Ordinary Shares, upon a change in the ADS(s)-to-Ordinary Shares ratio, ADS conversions, or for any other reason, excluding ADS issuances as a result of distributions of Ordinary Shares)	Up to US$0.05 per ADS issued
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Ordinary Shares ratio, ADS conversions, upon termination of the A&R Deposit Agreement, or for any other reason)	Up to US$0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)	Up to US$0.05 per ADS held
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs	Up to US$0.05 per ADS held
Distribution of financial instruments, including, without limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off and contingent value rights)	Up to US$0.05 per ADS held
ADS Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)	Up to US$0.05 per ADS (or fraction thereof) transferred
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the A&R Deposit Agreement) into freely transferable ADSs, and vice versa) or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the A&R Deposit Agreement).	Up to US$0.05 per ADS (or fraction thereof) converted

ADS holders will also be responsible to pay certain charges (some of which may be cumulative) such as:

•taxes (including applicable interest and penalties) and other governmental charges;

•the registration fees as may from time to time be in effect for the registration of Ordinary Shares on the share register and applicable to transfers of Ordinary Shares to or from the name of the custodian, Citibank or any nominees upon the making of deposits and withdrawals, respectively;

•certain cable, telex and facsimile transmission and delivery expenses;

•the fees, expenses, spreads, taxes and other charges of Citibank and/or service providers (which may be a division, branch or affiliate of the depositary bank) in the conversion of foreign currency;

•the reasonable and customary out-of-pocket expenses incurred by Citibank in connection with compliance with exchange control regulations and other regulatory requirements applicable to Ordinary Shares, ADSs and ADRs;

•the fees, charges, costs and expenses incurred by Citibank, the custodian, or any nominee in connection with the ADR program; and

•the amounts payable to the Depositary by any party to the A&R Deposit Agreement pursuant to any ancillary agreement to the A&R Deposit Agreement in respect of the ADR program, the ADSs, and the ADRs.

ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs is charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary bank into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

In the event of refusal to pay Citibank’s fees, Citibank may, under the terms of the A&R Deposit Agreement, refuse the requested service until payment is received or may set off the amount of Citibank’s fees from any distribution to be made to the ADS holder. The fees and charges ADS holders are required to pay may vary over time and may be changed by us and by Citibank. ADS holders will receive prior notice of such changes. Citibank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and Citibank agree from time to time. Any failure by us to timely pay any fees, charges and reimbursements of Citibank for which we are responsible pursuant to the A&R Deposit Agreement, or any ancillary agreement between us and Citibank, may suspend the obligation of Citibank to provide the services contemplated in the A&R Deposit Agreement at our expense (including services being made available to ADS holders), and Citibank shall have no obligation to provide any such services made available at our expense (including services being made available to ADS holders) unless and until we have made payment in full.

Amendments and Termination

We may agree with Citibank to modify the A&R Deposit Agreement at any time without the consent of the ADS holders. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the A&R Deposit Agreement. We will not consider to be materially prejudicial to the substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges ADS holders are required to pay. In addition, we may not be able to provide ADS holders with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

ADS holders will be bound by the modifications to the A&R Deposit Agreement if they continue to hold ADSs after the modifications to the A&R Deposit Agreement become effective. The A&R Deposit Agreement cannot be amended to prevent ADS holders from withdrawing the Ordinary Shares represented by ADSs (except as permitted by law).

We have the right to direct Citibank to terminate the A&R Deposit Agreement. Similarly, Citibank may in certain circumstances on its own initiative terminate the A&R Deposit Agreement. In either case, Citibank must give notice to the holders at least 30 days before termination. Until termination, rights under the A&R Deposit Agreement will be unaffected.

After termination, Citibank will continue to collect distributions received (but will not distribute any such property until the cancellation of ADSs is requested) and may sell the securities held on deposit. After the sale, Citibank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, Citibank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

In connection with any termination of the A&R Deposit Agreement, Citibank may make available to owners of ADSs a means to withdraw the Ordinary Shares represented by ADSs and to direct Citibank of such Ordinary Shares into an unsponsored American depositary share program established by Citibank. The ability to receive unsponsored American depositary shares upon termination of the A&R Deposit Agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the payment of applicable depositary fees.

Books of Depositary

Citibank will maintain ADS holder records at its depositary office. ADS holders may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the A&R Deposit Agreement.

Citibank will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

The A&R Deposit Agreement limits our obligations and Citibank’s obligations to ADS holders, as outlined below:

•We and Citibank are obligated only to take the actions specifically stated in the A&R Deposit Agreement without negligence or bad faith.

•Citibank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the A&R Deposit Agreement.

•Citibank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to ADS holders on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Ordinary Shares, for the validity or worth of the Ordinary Shares, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that result from the ownership of, or any transaction involving, ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the A&R Deposit Agreement, for the timeliness of any of our notices or for our failure to give notice.

•We and Citibank will not be obligated to perform any act that is inconsistent with the terms of the A&R Deposit Agreement.

•We and Citibank disclaim any liability if we or Citibank are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the A&R Deposit Agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our articles of association or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•We and Citibank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the A&R Deposit Agreement or in our articles of association or in any provisions of or governing the securities on deposit.

•We and Citibank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Ordinary Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•We and Citibank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Ordinary Shares but is not, under the terms of the A&R Deposit Agreement, made available to ADS holders.

•We and Citibank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•We and Citibank also disclaim liability for any consequential or punitive damages for any breach of the terms of the A&R Deposit Agreement.

•No disclaimer of any Securities Act liability is intended by any provision of the A&R Deposit Agreement.

•Nothing in the A&R Deposit Agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, Citibank and the ADS holder.

•Nothing in the A&R Deposit Agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the A&R Deposit Agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions.

•We and Citibank disclaim any liability for the manner in which ADS holders elect to own and/or hold ADSs (e.g., in a brokerage account vs. as registered holder on the register of ADSs maintained by the depositary bank), the type of ADSs elected to hold or own (e.g., freely transferable ADSs vs. restricted ADSs, and/or full entitlement ADSs vs. partial entitlement ADSs), or the timeframe of issuance and ownership of ADSs (e.g., as of an ADS record date vs. before and/or after an ADS record date).

As the above limitations relate to our obligations and Citibank’s obligations to ADS holders under the A&R Deposit Agreement, we believe that, as a matter of construction of the clause, such limitations would likely to continue to apply to ADS holders who withdraw the Ordinary Shares from the ADS facility with respect to obligations or liabilities incurred under the A&R Deposit Agreement before the cancellation of the ADSs and the withdrawal of the Ordinary Shares, and such limitations would most likely not apply to ADS holders who withdraw the Ordinary Shares from the ADS facility with respect to obligations or liabilities incurred after the cancellation of the ADSs and the withdrawal of the Ordinary Shares and not under the A&R Deposit Agreement.

In any event, ADS holders will not be deemed, by agreeing to the terms of the A&R Deposit Agreement, to have waived our or the depositary bank’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, ADS holders cannot waive our or Citibank’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Taxes

ADS holders will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, Citibank and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. ADS holders will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

Citibank may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. Citibank and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on an ADS holder’s behalf. However, ADS holders may be required to provide to Citibank and to the custodian proof of taxpayer status and residence and such other information as Citibank and the custodian may require to fulfill legal obligations. ADS holders are required to indemnify us, Citibank and the custodian for any claims with respect to taxes based on any tax benefit obtained for a holders’ benefit.

Foreign Currency Conversion

Citibank will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the A&R Deposit Agreement. ADS holders may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, Citibank may take the following actions in its discretion:

•Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

The A&R Deposit Agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of Ordinary Shares (including Ordinary Shares represented by ADSs) are governed by the laws of Switzerland.

AS A PARTY TO THE A&R DEPOSIT AGREEMENT, ADS HOLDERS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE A&R DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY BANK.

The A&R Deposit Agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary bank arising out of or relating to our Ordinary Shares, the ADSs or the A&R Deposit Agreement, including any claim under U.S. federal securities laws. If we or the depositary bank opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, ADS holders will not be deemed, by agreeing to the terms of the A&R Deposit Agreement, to have waived our or the depositary bank’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Differences in Corporate Law

The Swiss Code of Obligation differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Swiss Code of Obligations applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

Authorized Capital Stock / Issued Share Capital

Switzerland

Our issued share capital is divided into such number of Registered Shares equal to the number of issued shares immediately prior to the Continuation, with a par value of US$0.0001.

In addition, our articles of association provide for a capital band and a conditional share capital that provide our Board of Directors and the Company, respectively, with the power to issue Registered Shares without shareholder approval.

Delaware

The certificate of incorporation of a Delaware corporation may provide for authorization of the corporation to issue one or more classes of stock and one or more series within each class. Each class and each series may be with or without par value and is entitled to such voting powers or absence of voting powers and such designations, preferences, and relative participating, optional, or other special rights as are set forth in the certificate of incorporation.

Preferred Stock

Switzerland

We may issue preferred stock (Vorzugsaktien) or privileged voting shares (Stimmrechtsaktien) by amendment of our articles of association as approved by resolution of our shareholders by way of a qualified majority vote of two-thirds of the votes represented at the general meeting. Preferential rights of preferred stock may extend to, in particular, cumulative or non-cumulative dividends, liquidation proceeds, and preemptive rights in the case of the issuance of new shares.

Delaware

The certificate of incorporation of a Delaware corporation may provide for authorization of the corporation to issue one or more classes of preferred stock and one or more series within each class. Each class and each series may be with or without par value and is entitled to such voting rights, and such preferences and relative, participating, optional and other rights and limitations not inconsistent with the Delaware General Corporation Law (the “DGCL”), including rights and preferences with respect to dividends and liquidation. The terms of the preferred stock must be set forth in the certificate of incorporation or in a certificate of designation and may, in the absence of a restriction in the certificate of incorporation, be established by the board of directors without the consent of stockholders.

Voting Rights

Switzerland

Each Registered Share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in our share register (including the branch share registers maintained in Hong Kong and Shanghai) through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative or, on the basis of a written proxy, by any other representative who need not be a shareholder.

Shareholders wishing to exercise their voting rights who hold their shares through a broker, bank, or other nominee should follow the instructions provided by such broker, bank, or other nominee or, absent instructions, contact such broker, bank, or other nominee for instructions. Shareholders holding their Registered Shares through a broker, bank, or other nominee will not automatically be registered in our share register. If any such shareholder wishes to be registered in our share register, such shareholder should contact the broker, bank, or other nominee through which it holds Registered Shares.

Our articles of association do not limit the number of Registered Shares that may be voted by a single shareholder.

Treasury Shares, whether owned by us or one of our subsidiaries, do not carry any voting rights at general meetings of shareholders.

Swiss law does not provide for the right of cumulative voting.

Pursuant to the Swiss Code of Obligations, shareholders have the exclusive right to determine the following matters:

•adoption and amendment of the articles of association;

•election of members of the Board of Directors, its chair, the members of the compensation committee, the independent voting rights representative, and the statutory auditor;

•approval of the annual management report, the standalone statutory financial statements, and the consolidated financial statements;

•approval of the allocation of profit shown on the balance sheet contained in the standalone statutory financial statements of the Company, in particular the determination of dividends and other capital distributions to shareholders (including by way of repayment of statutory capital reserve, such as in the form of qualifying capital contribution reserves);

•discharge of the members of the Board of Directors and the persons entrusted with management from liability for previous business conduct, to the extent such conduct is known to the shareholders;

•approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the Board of Directors and executive management team in the prior fiscal year;

•delisting of the Company’s equity securities;

•approval of the report on non-financial matters pursuant to article 964c of the Swiss Code of Obligations; and

•any other resolutions submitted to a general meeting of shareholders pursuant to law, the articles of association, or by voluntary submission by the Board of Directors (unless a matter is within the exclusive competence of the Board of Directors pursuant to the Swiss Code of Obligations).

Pursuant to the articles of association, the shareholders generally pass resolutions by the affirmative vote of a simple majority of the votes cast at the meeting (broker non-votes, abstentions, blank, and invalid ballots will be disregarded), unless otherwise provided by law or the articles of association.

In addition, Nasdaq requires a shareholder vote for certain matters such as:

•the approval of equity compensation plans (or certain amendments to such plans);

•the issuance of shares equal to or in excess of 20% of the voting power of the shares outstanding before the issuance of such shares (subject to certain exceptions, such as public offerings for cash and certain bona fide private placements);

•certain issuances of shares to related parties; and

•issuances of shares that would result in a change of control.

For these types of matters, the minimum vote that will constitute shareholder approval for Nasdaq listing purposes is the approval by a majority of votes cast, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.

For the approval of certain matters, the Swiss Code of Obligations requires the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting.

Pursuant to our articles of association, where there is any Interested Shareholder with regard to a particular resolution of the general meeting, the relevant majority under the articles of association or applicable law for such resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the articles of association, and (ii) the majority of the votes cast by the Disinterested Shareholders.

Delaware

Each share of Delaware common stock is typically entitled to one vote per share on all matters to be voted upon by such shares. Section 214 of the DGCL provides that no cumulative voting rights exist in respect of elections of directors unless otherwise stated in the corporation’s certificate of incorporation.

The presence, in person or by proxy, of shares representing a majority of the votes entitled to be cast at any Delaware stockholders’ meeting constitutes a quorum, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. Typically, elections of directors at all meetings of stockholders called for such purpose will be by ballot. Unless as otherwise provided in the certificate of incorporation or bylaws, proposals, other than the election of directors, are passed upon a vote of the majority of the voting stock represented at a meeting at which a quorum is present, and directors are elected by a vote of a plurality of the shares so represented. Proposals are passed upon a vote of the majority of the shares of Delaware common stock represented at a meeting at which a quorum is present.

Supermajority Voting

Switzerland

In line with the Swiss Code of Obligations, the articles of association require the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting for the approval of the following matters:

•the amendment to or the modification of the purpose of the Company;

•the combination of shares listed on a stock exchange;

•an increase in share capital through the conversion of equity surplus, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

•the limitation or withdrawal of subscription rights;

•the introduction of, amendments to, or an extension of a conditional share capital, or the introduction of a capital band;

•the restriction of the transferability of Registered Shares and the cancellation of such a restriction;

•the introduction of shares with privileged voting rights;

•the change of currency of the share capital;

•the introduction of the casting vote of the acting chair in the general meeting;

•the delisting of the Company’s equity securities;

•the relocation of the place of incorporation and residence of the Company;

•the introduction of an arbitration provision in the articles of association; and

•the dissolution of the Company.

The same supermajority voting requirements apply to resolutions in relation to transactions among corporations based on the Merger Act, including a merger, demerger, or conversion of a corporation (other than cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company - in such a merger, an affirmative vote of 90% of the outstanding Registered Shares is required). Swiss law may also impose a supermajority requirement of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting, in connection with the sale of “all or substantially all of its assets” by the Company.

Delaware

Unless otherwise specified in a corporation’s certificate of incorporation, the DGCL requires the affirmative vote of a majority of the outstanding voting stock to approve a merger, sale of assets or similar reorganization transaction.

Action Without a Meeting

Switzerland

Under Swiss law, shareholder resolutions may also be adopted by way of written consent of all shareholders (unless one shareholder requires that an in-person meeting be held).

Delaware

Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, any action required or permitted to be taken at a stockholders’ meeting may be taken by written consent signed by the holders of the number of shares that would have been required to effect the action at an actual meeting of the stockholders.

Meetings of Shareholders

Switzerland

Under the Swiss Code of Obligations and our articles of association, we must hold an annual ordinary general meeting of shareholders within six months after the end of our fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing the chair of the Board of Directors and the members of the Board of Directors, the members of the compensation committee, and annually approving the maximum aggregate compensation payable to the Board of Directors and the members of the executive management team. The invitation to general meetings may, at the election of the Board of Directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting or given to the most recent contact information of the shareholder at least 21 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders’ meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders’ meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

Annual general meetings of shareholders may be convened by the Board of Directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held in Switzerland or abroad. We expect to set the record date for each general meeting of shareholders on a date not more than 20 calendar days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the record date.

An extraordinary general meeting of the Company may be called in the circumstances provided by law, the resolution of the Board of Directors or, under certain circumstances, by the auditor. In addition, the Board of Directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an aggregate of at least 5% of the Registered Shares or votes, specifying the items for the agenda and their proposals. The Board of Directors may include any additional agenda items or proposals. If the Board of Directors does not grant the request to convene the extraordinary general meeting within a reasonable period of time, but at the latest within 60 days, the requesting shareholders may request the court to order that the meeting be convened.

Delaware

Delaware corporations may hold annual meetings on such date and at such place as may be designated by or in the manner provided in their bylaws. Under Section 211(d) of the DGCL, the board of directors or those persons authorized by the corporation’s certificate of incorporation or bylaws may call a special meeting of the corporation’s stockholders.

Director Nominations/Shareholder Proposals

Switzerland

Under the articles of association and Swiss law, shareholders who hold, alone or together, at least 0.5% of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by us at least 120 but not more than 150 calendar days prior to the meeting. If no annual general meeting was held in the prior year, such requests must be made by the later of (i) 150 calendar days prior to the annual general meeting, or (ii) 10 calendar days after the first public announcement or other notification to the shareholders of the annual general meeting date.

To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in our proxy materials) on which our definitive proxy statement for the prior year’s annual general meeting was first released to our shareholders, deliver a notice to, and such notice must be received by, us at our registered office; provided, however, that if the annual general meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that we first make public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC.

Delaware

Delaware law permits the certificate of incorporation or bylaws of a corporation to contain reasonable procedures for the submission of proposals for consideration at a meeting of stockholders, including nominations of directors.

Directors

Switzerland

The articles of association provide that the number of directors of the Company shall be not less than three. Within that range, the Board of Directors of the Company has the authority to propose nominees for election by the general meeting of shareholders. The general meeting of shareholders has the inalienable power to elect the chair and members of the Board of Directors by a simple majority of the votes cast (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority). Each director is elected individually and holds a term of office until the completion of the next annual general meeting. Re-election is possible.

Under the Swiss Code of Obligations, board members may at any time, with or without cause and with immediate effect, resign from office.

Under Swiss law, board members may be removed at any time without cause and with immediate effect, i.e., prior to the expiration of their one-year term of office, by resolution of the shareholders at an extraordinary shareholders’ meeting.

Delaware

The certificate of incorporation of a Delaware corporation may provide for a maximum and/or minimum number of directors, with the exact number to be determined by the board of directors. Delaware law also permits for directors to be divided into one, two, or three classes with staggered terms, such that one class will expire each year. Each director holds office until his or her successor is duly elected and qualified.

Delaware law provides that unless otherwise provided in the certificate of incorporation, directors serving staggered terms may only be removed for cause.

Standard of Conduct for Directors

Switzerland

A director of a Swiss company is bound to performance standards as specified in the Swiss Code of Obligations. Under these standards, a director must act in accordance with the duties imposed by statutory law, the company’s articles of association, and in the best interests of the company. A director must generally safeguard the interests of the company in good faith, adhere to a duty of loyalty and a duty of care, and absent special circumstances, extend equal treatment to all shareholders in like circumstances. A director is generally disqualified from participating in a decision that directly affects him or her.

The members of the board of directors are liable to the company, its shareholders and, in bankruptcy, its creditors for damage caused by the violation of their duties. So long as the majority of the board of directors is disinterested and acts on an informed basis and with the belief that its actions are in the best interests of the company, a decision made by the board of directors would be protected by a judicially developed business judgment rule (based on which courts exercise restraint in reviewing business decisions of a company’s board of directors); at least as long as no special statutory duties of the board of directors are triggered, such as by the company’s overall indebtedness or liquidity situation.

Delaware

The DGCL contains specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act in good faith without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interests of the shareholders.

The DGCL provides that the business and affairs of a Delaware corporation shall be managed by or under the direction of the board of directors. The DGCL permits a board of directors or any committee of the board of directors of a Delaware corporation to delegate officers of the corporation to the extent permitted by law.

Limitation of Director and Officer Liability

Switzerland

Swiss law does not permit a company to exempt any member of its board of directors from any liability for damages suffered by the company, the shareholders, or the company’s creditors, caused by intentional or negligent violation of that director’s duties. However, the general meeting of shareholders may pass a resolution discharging the members of the board of directors from liability for certain limited actions. Such release is effective only for facts that have been disclosed to the shareholders and only vis-à-vis the company and those shareholders who have consented to the resolution or who acquired shares subsequently with knowledge of the resolution.

Delaware

The DGCL permits the certificate of incorporation of a Delaware corporation to provide that directors and officers shall not be personally liable to the corporation or its stockholders for monetary damages resulting from a breach of fiduciary duty as a director or officer except, as required by the DGCL, for liability arising from:

•a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders;

•a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•a director under the Section 174 of the DGCL;

•a director or officer for any transaction from which the director or officer derived an improper personal benefit; or

•an officer in any action by or in the right of the corporation.

Directors’ Conflicts of Interest

Switzerland

Under the Swiss Code of Obligations, a director is required to safeguard the interests of the company and to adhere to a duty of loyalty and a duty of care. The Swiss Code of Obligations expressly requires members of the board of directors to inform each other immediately and fully of any conflicts of interest affecting them. It is then the responsibility of the board of directors to take the measures necessary to safeguard the interests of the company. Generally, a material conflict of interest disqualifies a director from participating in any board discussions and decisions affecting his or her interest. Breach of these principles may also entail personal liability of the directors to the company. In addition, the Swiss Code of Obligations requires a director to return to the company payments made to a director if such payments are not made on an arm’s length basis, or if the recipient of the payment was acting in bad faith. The Board of Directors has a written policy with respect to related-person transactions pursuant to which such transactions are reviewed, approved, or ratified.

Delaware

The DGCL provides that contracts or transactions between a corporation and one or more of its directors, or between a corporation and any other entity in which one or more of its directors are directors or have a financial interest, are not void or voidable solely because of such interest or because such interested director is present at or participates in the meeting of the board that authorizes the transaction or because his or her vote is counted, as long as one of the following three conditions is satisfied:

•the interest is disclosed and a majority of the disinterested directors approve the transaction (this constituting not only approval, but also a quorum);

•the interest is disclosed and the transaction is approved “in good faith” by vote of the stockholders; or

•the transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the stockholders.

Indemnification and Insurance

Switzerland

We believe, based on the interpretation of leading Swiss legal scholars, that under Swiss law, the Company may indemnify its directors and officers from liability unless such liability results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the director or officer concerned. The articles of association require the Company to indemnify directors and officers and advance expenses to defend claims against directors and officers to the fullest extent allowed by law. A director or officer may not be indemnified if such person is found, in a final judgment or decree not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory duties as a director or officer. Swiss law permits the Company, or each director or officer individually, to purchase and maintain insurance on behalf of such directors and officers. We may obtain such insurance from one or more third-party insurers or captive insurance companies.

We have entered into indemnification agreements with each of our directors and executive officers, which provide for indemnification and expense advancement and include related provisions meant to facilitate the indemnitee’s receipt of such benefits. The indemnification agreements provide that we will indemnify each such director and executive officer if such director or executive officer acted in good faith and reasonably believed he was acting in the best interest of the Company and, in addition, with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements provides for expense advancement, subject to an undertaking by the indemnitee to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. The disinterested members of the Board of Directors or an independent counsel will determine whether indemnification payment should be made in any particular instance. In making such determination, the Board of Directors or the independent counsel, as the case may be, must presume that the indemnitee is entitled to such indemnification, and we have the burden of proof in seeking to overcome such presumption.

If the Board of Directors or the independent counsel determines that the director or executive officer is not entitled to indemnification, the indemnification agreements provide that such person is entitled to seek an award in arbitration with respect to his or her right to indemnification under such agreement.

Delaware

Under the DGCL, a corporation may indemnify any director, officer, employee or agent involved in a third-party action by reason of his or her agreeing to serve, serving, or formerly serving as an officer, director, employee or agent of the corporation, against all expenses, judgments, fines and settlement amounts paid in the third-party action, if the director, officer, employee or agent acted in good faith and reasonably believed that his or her actions were in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In addition, a corporation may indemnify any director, officer, employee, or agent involved in a derivative action brought by or on behalf of the corporation against expenses incurred in the derivative action, if the director, officer, employee or agent acted in good faith and reasonably believed that his or her actions were in, or not opposed to, the best interests of the corporation. If a person has been successful in defending a third-party or derivative action, indemnification for expenses incurred is mandatory under the DGCL.

The statutory provisions for indemnification are non-exclusive with respect to any other rights, such as contractual rights, to which a person seeking indemnification may be entitled. Furthermore, under the DGCL a corporation may advance expenses incurred by officers, directors, employees and agents in defending any action upon receipt of an undertaking by the person to repay the amount advanced if it is ultimately determined that such person is not entitled to indemnification.

In addition, under Delaware law, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or of another corporation against any liability arising out of the person’s status as a director, officer, employee or agent of the corporation, whether or not the Delaware corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Shareholder Derivative Suits

Switzerland

Under Swiss law, each shareholder is entitled to file an action for damage caused to the company. The general meeting may resolve that the company shall bring the action and entrust the board of directors or a representative thereof with the conduct of the proceedings. If a shareholder, based upon the factual and legal situation, had sufficient cause to file an action, the judge has discretion to impose on the company all costs the plaintiff incurred in bringing the action.

Shareholders who suffer a direct loss due to an intentional or negligent breach of a director’s or senior officer’s duties may sue in their personal capacity for monetary compensation.

In addition, under the Swiss Code of Obligations, each shareholder may petition the competent Swiss court to have a resolution of the general meeting of shareholders declared invalid on the grounds that such resolution violates the company’s articles of association or the law.

Delaware

Under the DGCL, a stockholder of a Delaware corporation may initiate a derivative action to enforce a right of the corporation if the corporation fails to enforce that right itself. The complaint pursuant to such an action must state that:

•the plaintiff was a stockholder in the corporation at the time of the transaction of which the plaintiff complains; or

•the plaintiff’s shares thereafter devolved on the plaintiff by operation of law;

•and either: allege with particularity the efforts made by the plaintiff to first obtain the relief sought by the plaintiff from the corporation’s directors; or state the reasons for the plaintiff’s failure to obtain such relief or make such effort.

Dividends

Switzerland

Under Swiss law, dividends may be paid out only if the company has sufficient distributable profits from previous fiscal years or freely distributable reserves, including out of capital contribution reserves, each as presented on the balance sheet included in the annual standalone statutory financial statements of the company. A distribution of dividends must be approved by shareholders holding a simple majority of the votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority). The board of directors may propose to shareholders that a distribution of dividends be paid but cannot itself authorize the dividends.

Under the Swiss Code of Obligations, if the statutory reserves of the Company amount to less than 20% of the share capital recorded in the Swiss commercial register (i.e., 20% of the aggregate par value of the registered capital of the Company), then at least 5% of the annual profit of the Company must be allocated to the statutory profit reserve. The Swiss Code of Obligations and the articles of association permit us to accrue additional reserves. In addition, we are required to create a special reserve on our standalone annual statutory balance sheet in the amount of the purchase price of Registered Shares of any of our group companies repurchases, which amount may not be used for dividends or subsequent repurchases. Treasury Shares are presented on the standalone annual statutory balance sheet of the Company as a reduction of total shareholders’ equity. Swiss companies generally must maintain a separate company standalone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. Our statutory auditor must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code of Obligations and the articles of association. Dividends are usually due and payable shortly after the shareholders pass a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. The articles of association provide that dividends that have not been claimed within five years after the due date become the property of the Company and are allocated to the statutory profit reserves.

We expect to declare any distribution of dividends and other capital distributions in U.S. dollars and/or RMB. Further, as noted above, for the foreseeable future, we expect to pay dividends as a repayment of capital contribution reserves, which would not be subject to Swiss withholding tax.

Delaware

Under the DGCL, a Delaware corporation’s board of directors, subject to restrictions set forth in the corporation’s certificate of incorporation, may declare and pay dividends out of (i) the surplus of the corporation, which is defined as net assets less statutory capital, or (ii) out of the net profits of the current and/or the preceding fiscal year. If, however, the capital of the corporation has been diminished to an amount less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets, the board may not declare and pay dividends out of the corporation’s net profits until the deficiency in the capital has been repaired.

Repurchase of Shares

Switzerland

The Swiss Code of Obligations limits a company’s ability to hold or repurchase its own Registered Shares. We and our group companies may only repurchase shares if and to the extent that there are sufficient distributable profits from the previous fiscal years or freely distributable reserves, including out of capital contribution reserves. The aggregate par value of all Registered Shares held by us and our group companies may not exceed 10% of the registered share capital. However, we may repurchase our own Registered Shares beyond the statutory limit of 10% if the shareholders pass a resolution at a general meeting of shareholders (including as part of the capital band provision included in the articles of association) authorizing the Board of Directors to repurchase Registered Shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any Registered Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of the articles of association, upon the Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased Registered Shares held by us or our group companies controlled by it do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares.

Delaware

Under the DGCL, a corporation may purchase or redeem its own shares out of surplus, provided, generally that no repurchase or redemption shall occur:

•when the capital is or would become impaired;

•at a price higher than the redemption price for shares redeemable at the option of the corporation; or

•where, in the case of redemption, the redemption is not authorized by other provisions of the DGCL or the certificate of incorporation.

However, at any time, a corporation may purchase or redeem any of its shares that are entitled upon any distribution of assets to a preference over another class of its stock if these shares will be retired upon acquisition or redemption, thereby reducing the capital of the corporation.

Appraisal Rights

Switzerland

There are no appraisal rights under Swiss law except for mergers and de-mergers pursuant to the Merger Act.

Swiss companies may be acquired by an acquirer through the direct acquisition of the share capital of the company. With respect to corporations limited by shares, such as the Company, the Merger Act provides for the possibility of a “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding Registered Shares. In these limited circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of a parent company of the acquiring company or of another company). For business combinations effected in the form of a statutory merger or demerger under Swiss law, the Merger Act provides that if equity rights have not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court to determine a reasonable amount of compensation.

Delaware

The DGCL generally provides that the stockholders of a Delaware corporation involved in a merger or consolidation have the right to demand and receive payment of the fair value of their stock. Appraisal rights are not available, however, to holders of shares which are:

•listed on a national securities exchange; or

•held of record by more than 2,000 stockholders.

Appraisal rights are available under the DGCL if stockholders are required to accept in the merger or consolidation anything other than:

•shares of stock or depository receipts of the surviving corporation in the merger or consolidation; or

•shares of stock or depositary receipts of another corporation that, at the effective date of the merger or consolidation will be:

•listed on a national securities exchange; or

•held of record by more than 2,000 stockholders.

Preemptive Rights

Switzerland

Under the Swiss Code of Obligations, prior approval of a general meeting of shareholders is generally required to authorize the issuance of, or to authorize the Board of Directors for the later issuance of, Registered Shares, or rights to subscribe for, or convert into, Registered Shares (which rights may be connected to debt instruments or other financial obligations). In addition, existing shareholders have subscription rights in relation to such Registered Shares or rights in proportion to their shareholdings. The shareholders may, with the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the Registered Shares represented at the general meeting, withdraw or limit the subscription rights for valid reasons (such as a merger, an acquisition, or any of the reasons authorizing the Board of Directors to withdraw or limit the subscription rights of shareholders in the context of the capital band as described above).

If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to the Board of Directors.

Delaware

Under the DGCL, a stockholder of a Delaware corporation is not entitled to preemptive rights to subscribe for additional issuances of stock or any security convertible into stock unless preemptive rights are specifically granted in the certificate of incorporation or otherwise contractually granted.

Amendments to Charter Documents

Switzerland

Under our articles of association and Swiss law, shareholders may by a majority of two-thirds of the votes present or represented at the general meeting, amend any provisions of the articles of association, subject to mandatory statutory provisions. Under Swiss law, the Board of Directors is not authorized to amend the articles of association. Some exceptions to this principle apply in connection with the implementation of capital increases, capital decreases or changes of the currency of the share capital. Amendments affecting the rights of the holders of any class of shares may, depending on the rights attached to the class and the nature of the amendments, also require approval by resolution of the classes affected in a separate class meeting.

Delaware

Under the DGCL, unless the corporation’s certificate of incorporation requires a greater vote, any amendment to the certificate of incorporation requires:

•the approval of the board of directors;

•the affirmative vote of a majority of the outstanding stock entitled to vote on the amendment; and

•the affirmative vote of a majority of the outstanding stock of each class entitled to vote on the amendment of a class.

Bylaws

Switzerland

Pursuant to the articles of association, the Board of Directors may adopt, amend, or repeal the organizational regulations of the Company.

Delaware

Section 109 of the DGCL provides that a corporation’s bylaws may be amended or repealed by the stockholders and, to the extent provided for in the certificate of incorporation, the board of directors.

Share Acquisition Provisions

Switzerland

Under Swiss law, there is generally no prohibition of business combinations with interested shareholders. Any transaction of a company with interested shareholders must be done at arm’s length terms and may not be unduly discriminatory to other shareholders. In certain circumstances, shareholders and members of the board of directors of Swiss companies, as well as certain persons associated with them, must refund any payments they receive that are not made on an arm’s length basis.

Pursuant to our articles of association, where any shareholder, member of the Board of Directors, or officer is required to abstain from voting on any particular resolution of the general meeting of shareholders under the HK Listing Rules, or is restricted to voting only for or only against any particular resolution of the general meeting, the relevant majority under the articles of association or applicable law for a particular resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the provisions of the articles of association, and (ii) the majority of the votes cast by Disinterested Shareholders.

Delaware

Section 203 of the DGCL prohibits a Delaware corporation from engaging in mergers, dispositions of 10% or more of its assets, issuances of stock and business combinations with a person or group that owns 15% or more of the voting stock of the corporation, referred to as an interested stockholder, for a period of three years of such person becoming an interested stockholder unless (i) the board of directors approved the business combination or the transaction that resulted in the person or group becoming an interested stockholder, (ii) after the completion of the transaction that resulted in the person or group becoming an interested stockholder, the person or group acquired at least 85% of the voting stock other than stock owned by inside directors and certain employee stock plans, or (iii) after the person or group became an interested stockholder, the board of directors and at least two-thirds of the voting stock (other than stock owned by the interested stockholder) approved the business combination.

Anti-Takeover Measures

Switzerland

Under Swiss law, directors of a company have a duty to take only those actions that are in the interests of the company.

Delaware

Delaware courts will generally apply a policy of judicial deference to the decisions of a Delaware corporation’s board of directors to adopt anti-takeover measures in the face of a potential acquisition or takeover if the directors are able to show that (i) they had reasonable grounds for believing that the acquisition or takeover proposal presented a threat to the corporation’s policy and effectiveness, and (ii) the board action taken was reasonable in relation to the threat posed.

Shareholder Rights Plan

Switzerland

We do not have a shareholder rights plan. Rights plans generally discriminate in the treatment of shareholders by imposing restrictions on any shareholder who exceeds a level of ownership interest without the approval of the Board of Directors. Anti-takeover measures such as rights plans that are implemented by the Board of Directors would be restricted under Swiss law by the principle of equal treatment of shareholders and the general rule that new shares may only be issued upon approval by a shareholders’ resolution. However, the articles of association include a capital band provision, according to which the Board of Directors is authorized, at any time up to April 28, 2029, to limit or withdraw the subscription rights of existing shareholders in various circumstances.

Delaware

Delaware law generally allows companies to adopt shareholder rights plans.

Rights of Inspection

Switzerland

Under the Swiss Code of Obligations, a shareholder has a right to inspect the share register with regard to its, his, or her own shares and otherwise to the extent necessary to exercise its, his, or her shareholder rights. No other person has a right to inspect the share register.

The books and correspondence of a Swiss company may be inspected with the express authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding of the company’s business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from the board of directors concerning the affairs of the company. Shareholders may also ask the auditor questions regarding its audit of the company. The board of directors and the auditor must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to prevailing business secrets or other material interests of the company.

If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by an independent expert in a special investigation. If the general meeting of shareholders approves the proposal, we or any shareholder may, within three months after the general meeting of shareholders, request that the court at the registered office of the Company appoint an independent expert. If the general meeting of shareholders rejects the request, one or more registered shareholders representing at least 5% of the share capital or voting rights may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that the Board of Directors, any member of the Board of Directors, or an officer of the Company infringed the law or articles of association and thereby damaged the Company or the shareholders. The costs of the investigation would generally be allocated to us and only in exceptional cases to the petitioners.

Delaware

Under the DGCL, stockholders who comply with certain procedural requirements and who have a proper purpose have the right to:

•inspect the corporation’s stock ledger, a list of its stockholders and its other books and records; and

•make copies or extracts of those materials during normal business hours, provided that

•the stockholder makes a written request under oath stating the purpose of his or her inspection; and

•the inspection is for a purpose reasonably related to the person’s interest as a stockholder.

Limitations on Enforceability of Civil Liabilities under U.S. Federal Securities Laws

Switzerland

It is uncertain that Swiss courts would enforce (i) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of U.S. federal securities laws, or (ii) original actions brought against us or other persons predicated upon the Securities Act. The enforceability in Switzerland of a foreign judgment rendered against us or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

•such foreign court had jurisdiction;

•such judgment has become final and non-appealable;

•the court procedures leading to such judgment followed the principles of due process of law, including proper service of process; and

•such judgment does not violate Swiss law principles of public policy.

In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if we can demonstrate that we or such other persons were not effectively served with process.

Document

Exhibit 10.4.6

CERTAIN INFORMATION (INDICATED BY “[…***…]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

October 1, 2025

Amgen Inc. One Amgen Center Drive Thousand Oaks, California 91320-1799 United States

Attention: Corporate Secretary

Re: Waiver of Certain Rights Related to […***…]-Targeting Molecules Under the Collaboration Agreement

Dear Sir or Madam:

Reference is made to that certain Collaboration Agreement, dated as of October 31, 2019 (as amended on April 20, 2022 and February 26, 2023, the “Collaboration Agreement”), by and among Amgen Inc. (“Amgen”), BeOne Medicines I GmbH (f/k/a BeiGene Switzerland GmbH) (“BeOne”) and, solely with respect to Section 13.6, BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Collaboration Agreement.

Amgen has notified BeOne that Amgen is undergoing discussions with a potential counterparty (“Counterparty”) regarding a […***…] combination study with Amgen’s IMDELLTRA® and Counterparty’s […***…] (the “Counterparty […***…] Product” and the “Study”).

In accordance with Section 15.16 (Waivers and Modifications) of the Collaboration Agreement, this letter serves to document BeOne’s and Amgen’s agreement that, with respect to the Counterparty […***…] Product, the Distracting Program Restrictions under Article IX of the Collaboration Agreement are hereby waived by the Parties in relation to the Study.

Please acknowledge your agreement and consent to the foregoing by counter-signing this letter agreement in the space provided below and returning a copy to us.

[Signature Page Follows]

Yours sincerely,
BEONE MEDICINES I GMBH
/s/ Michael Schoen
By: Michael Schoen
Title: Managing Director
BEONE MEDICINES LTD.
/s/ Chan Lee
By: Chan Lee
Title: SVP, General Counsel and Corporate Secretary
Acknowledged and agreed:
---
AMGEN INC.
/s/ Rachna Khosla
By: Rachna Khosla
Title: SVP, Business Development

BeOne Medicines I GmbH Aeschengraben 27

4051 Basel, Switzerland

BeOneMedicines.com

Document

Exhibit 10.4.7

CERTAIN INFORMATION (INDICATED BY “[…***…]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

THIRD AMENDMENT TO COLLABORATION AGREEMENT

This Third Amendment to the Collaboration Agreement (“Amendment”) is entered into as of October 31, 2025 (the “Third Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeOne Medicines I GmbH (f/k/a BeiGene Switzerland GmbH), a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeOne”), and BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.), a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeOne Parent”). BeOne and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement, entered into as of October 31, 2019 (as amended from time to time, the “Agreement”), by and between Amgen and BeOne and, solely with respect to Section 13.6 thereof, BeOne Parent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

RECITALS

WHEREAS, pursuant to the Agreement, Amgen and BeOne collaborate on the commercialization of certain Products (as defined in the Agreement) in the Collaboration Territory (as defined in the Agreement) and the global development funding and clinical development and commercialization of certain clinical-stage Pipeline Products in the Collaboration Territory; and

WHEREAS, the Parties desire to enter into this Amendment, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties, intending to be legally bound hereby, do agree as follows:

AGREEMENT

1.Amendments to Party Names.

a.All references in the Agreement to “BeiGene Switzerland GmbH” are hereby amended to “BeOne Medicines I GmbH.”

b.All references in the Agreement to “BeiGene, Ltd.” are hereby amended to “BeOne Medicines Ltd.”

c.All references in the Agreement to “BeiGene” are hereby amended to “BeOne.”

d.All references in the Agreement to “BeiGene Parent” are hereby amended to “BeOne Parent.”

2.Amendment to Select Definitions.

a.The defined term “Bo Ao Product” is hereby amended and restated in its entirety as follows:

““Bo Ao Product” means any Product which is approved by the JSC for importation into Hainan Bo Ao prior to Regulatory Approval of such Product.”

b.The defined term “Early Access Product” is hereby amended and restated in its entirety as follows:

““Early Access Product” means each of a Bo Ao Product or a Tianjin Product.”

c.The defined term “Tianjin Product” is hereby amended and restated in its entirety as follows:

““Tianjin Product” means any Product which is approved by the JSC for importation into Tianjin prior to Regulatory Approval of such Product.”

d.The defined term “Tianjin Support Costs” is hereby amended and restated in its entirety as follows:

““Tianjin Support Costs” means all actual and, if reasonably practicable, […***…].”

3.The first paragraph of Section 7.2.8 of the Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding anything to the contrary in this Agreement, the Parties desire to initiate the Profit-sharing arrangement set forth in Section 7.2 for any Bo Ao Product, Tianjin Product or Early Access Product prior to applicable Initiation Date, subject to the following terms and conditions:”

4.Supply Price Schedule. The Supply Price Schedule is hereby amended to include the following as a new row:

[***]	[***]%

5.Miscellaneous.

a.Except as specifically amended above, the Agreement shall continue to be in full force and effect.

b.This Amendment and its effect are subject to and shall be construed and enforced in accordance with the laws of the State of New York, U.S.A.

c.This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same document. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument. Signature pages of this Amendment may be exchanged by facsimile or other electronic means without affecting the validity thereof.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Third Amendment Effective Date.

AMGEN INC.
/s/Rachna Khosla
Name:    Rachna Khosla
Title: Senior Vice President, Business Development
BEONE MEDICINES I GMBH
/s/ Michael Schoen
Name: Michael Schoen
Title: Managing Director
BEONE MEDICINES LTD.
/s/ Chan Lee
Name: Chan Lee
Title: Senior Vice President, General Counsel & Corporate Secretary

Document

Exhibit 10.4.8

CERTAIN INFORMATION (INDICATED BY “[…***…]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

FOURTH AMENDMENT TO COLLABORATION AGREEMENT

This Fourth Amendment to the Collaboration Agreement (“Amendment”) is entered into as of November 11, 2025 (the “Fourth Amendment Effective Date”) by and among Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), BeOne Medicines I GmbH (f/k/a BeiGene Switzerland GmbH), a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeOne”), and BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.), a Swiss corporation with a principal place of business at Aeschengraben 27, 4051 Basel, Switzerland (“BeOne Parent”). BeOne and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment amends that certain Collaboration Agreement, entered into as of October 31, 2019 (as amended from time to time, the “Agreement”), by and between Amgen and BeOne and, solely with respect to Section 13.6 thereof, BeOne Parent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

RECITALS

WHEREAS, pursuant to the Agreement, Amgen and BeOne collaborate on the commercialization of certain Products (as defined in the Agreement) in the Collaboration Territory (as defined in the Agreement) and the global development funding and clinical development and commercialization of certain clinical-stage Pipeline Products in the Collaboration Territory; and

WHEREAS, the Parties desire to enter into this Amendment, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties, intending to be legally bound hereby, do agree as follows:

AGREEMENT

1.Amendment to Section 5.1.5(a) (Retained In-Line Product) of the Agreement. Section 5.1.5(a) of the Agreement is hereby amended and restated in its entirety as follows:

“BeOne shall retain […***…] in the Collaboration Territory for so long as such In-Line Product is sold in the Collaboration Territory (each, a “Retained In-Line Product”).”

2.Amendment to Section 7.2.1 (BeOne Costs). Section 7.2.1 of the Agreement is hereby amended and restated in its entirety as follows:

““BeOne Costs. Within […***…] after the end of each calendar quarter, BeOne will provide to Amgen a final report of its Commercialization and Related Costs, on a Product-by-Product basis, incurred by BeOne or its Affiliates in accordance with this Agreement (collectively, “BeOne Costs”) in such quarter.  BeOne will initially incur the portion of the Commercialization and Related Costs attributed to its activities hereunder. In addition to the annual Commercialization Budget approved hereunder, prior to the end of each calendar year, BeOne will provide Amgen with a nonbinding estimate of its Commercialization and Related Costs for the […***…] period […***…] following the year covered by such approved budgets; provided that the Parties will review and discuss such estimated Costs at the JSC. Notwithstanding the foregoing, BeOne’s shared portion of the Commercialization and Related Costs incurred in performing any Clinical Studies conducted after Regulatory Approval for In-Line Products in the Collaboration Territory shall be subject to an annual maximum of […***…] during each […***…] period following the Effective Date and until January 1, 2026 subject to an aggregate maximum of […***…]. Within […***…] after the end of each calendar quarter, BeOne will provide Amgen with a report of BeOne’s product-level profit & loss statements for such calendar quarter, which report will contain a detailed and itemized calculation of Net Revenues for each Product during such calendar quarter. Additionally, […***…] after the end of each calendar quarter, BeOne will provide Amgen with a report of any Recoveries for such calendar quarter.””

3.Amendment to Section 7.10.1 (Pipeline ROW Royalties).

The table in Section 7.10.1(a) is hereby amended and restated in its entirety as follows:

Aggregate Annual Net Revenues of Pipeline Products (excluding AMG 510)	Royalty Rate
For that portion of aggregate annual Net Revenues of Pipeline Products in the ROW less than or equal to […***…] U.S. Dollars (US$[…***…])	[…***…]%*
For that portion of aggregate annual Net Revenues of Pipeline Products in the ROW greater than […***…] U.S. Dollars (US$[…***…]) and less than or equal to […***…] U.S. Dollars (US$[…***…])	[…***…]%*
For that portion of aggregate annual Net Revenues of Pipeline Products in the ROW greater than […***…] U.S. Dollars (US$[…***…]) and less than or equal to […***…] U.S. Dollars (US$[…***…])	[…***…]%*
For that portion of aggregate annual Net Revenues of Pipeline Products in the ROW greater than […***…] Dollars (US[…***…])
---
[…***…]*On and after January 1, 2026, the portion of aggregate annual Net Revenues of Pipeline Products attributed to Net Revenues of AMG 757 (also known as tarlatamab or IMDELLTRA®) for any Royalty Rate tier will be paid at the specified Royalty Rate for such tier reduced by […***…]% (specifically […***…]). If aggregate annual Net Revenues include Net Revenues from any Pipeline Products other than AMG 757, Net Revenues for each Pipeline Product, including AMG 757, will be distributed proportionately (based on the percentage of Net Revenues attributable to each applicable Pipeline Product) across each Royalty Rate tier. For example, if in a particular calendar year, sales of AMG 757 were […***…] and sales of other Pipeline Products were […***…], then the percentage applicable to AMG 757 would be […***…]% and the percentage applicable to the other Pipeline Products would be […***…]%. So, total royalties due for that year would be […***…]. Quarterly proportions will be determined based on the cumulative year-to-date Net Revenues for each applicable Pipeline Product. Any adjustments to previous quarters resulting from changes in these cumulative proportions will be applied in the current quarter.

All values are in US Dollars.

4.Miscellaneous.

a.Except as specifically amended above, the Agreement shall continue to be in full force and effect.

b.This Amendment and its effect are subject to and shall be construed and enforced in accordance with the laws of the State of New York, U.S.A.

c.This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same document. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument. Signature pages of this Amendment may be exchanged by facsimile or other electronic means without affecting the validity thereof.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Third Amendment Effective Date.

AMGEN INC.
/s/ Robert A. Bradway
Name:    Robert A. Bradway
Title:    Chairman of the Board, President and Chief Executive Officer
BEONE MEDICINES I GMBH
/s/ Michael Schoen
Name:    Michael Schoen
Title:    Managing Director
BEONE MEDICINES LTD.
/s/ Chan Lee
Name:    Chan Lee
Title:    Senior Vice President, General Counsel & Corporate Secretary

Document

Exhibit 10.22

CERTAIN INFORMATION (INDICATED BY “[…***…]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

CLIFFORD CHANCE<br><br>高 偉 紳 律 師 行
DATED 14 NOVEMBER 2025
---
BEONE MEDICINES AGAS COMPANYARRANGED BYTHE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDAS GLOBAL COORDINATORTHE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDAS ORIGINAL MANDATED LEAD ARRANGER AND BOOKRUNNERCHINA MERCHANTS BANK GUANGZHOU BRANCH (招商银行股份有限公司广州分行), INDUSTRIAL BANK CO., LTD SHANGHAI BRANCH (A JOINT STOCK COMPANY INCORPORATED IN P.R.C. WITH LIMITED LIABILITY), CHINA CITIC BANK SUZHOU BRANCH (INCORPORATED IN CHINA WITH LIMITED LIABILITY), CHINA MINSHENG BANKING CORP., LTD. SHANGHAI PILOT FREE TRADE ZONE BRANCH, BANK OF AMERICA OPE DESIGNATED ACTIVITY COMPANY (INCORPORATED IN IRELAND LIMITED BY SHARES), BNP PARIBAS, BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NIEDERLASSUNG DEUTSCHLAND, DBS BANK (HONG KONG) LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY), MORGAN STANLEY SENIOR FUNDING, INC., TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION AND SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. HUANGPU SUB-BRANCH AS MANDATED LEAD ARRANGERS AND BOOKRUNNERSCITICORP NORTH AMERICA, INC., GOLDMAN SACHS BANK USA, HANG SENG BANK LIMITED, JPMORGAN CHASE BANK, N.A., LUSO INTERNATIONAL BANKING LIMITED, MASHREQBANK PSC, HONG KONG BRANCH (INCORPORATED IN DUBAI U.A.E. WITH LIMITED MEMBERS LIABILITY), NATIXIS, HONG KONG BRANCH (INCORPORATED IN FRANCE AND THE LIABILITY OF ITS MEMBERS IS LIMITED) AND UBS SWITZERLAND AG AS MANDATED LEAD ARRANGERSCHINA CITIC BANK INTERNATIONAL LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY), FUBON BANK (HONG KONG) LIMITED, SIEMENS BANK GMBH SINGAPORE BRANCH AND THE BANK OF EAST ASIA, LIMITED AS LEAD ARRANGERSCRÉDIT INDUSTRIEL ET COMMERCIAL, HONG KONG BRANCH (INCORPORATED IN FRANCE WITH LIMITED LIABILITY) AS ARRANGERTHE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDAS AGENTANDTHE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDAS SECURITY AGENT

All values are in Euros.

| CONTENTS | | --- || CLAUSE | | PAGE | | --- | --- | --- | | SECTION 1 INTERPRETATION | | 4 | | 1. | Definitions and Interpretation | 4 | | SECTION 2 THE FACILITIES | | 47 | | 2. | The Facilities | 47 | | 3. | Purpose | 50 | | 4. | Conditions of Utilisation | 51 | | SECTION 3 UTILISATION | | 53 | | 5. | Utilisation | 53 | | 6. | Intentionally left blank | 56 | | SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION | | 57 | | 7. | Repayment | 57 | | 8. | Extension of Facility B Final Repayment Date | 59 | | 9. | Prepayment and Cancellation | 61 | | SECTION 5 COSTS OF UTILISATION | | 68 | | 10. | Interest | 68 | | 11. | Interest Periods | 70 | | 12. | Changes to the Calculation of Interest | 71 | | 13. | Fees | 74 | | SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS | | 76 | | 14. | Tax Gross-Up and Indemnities | 76 | | 15. | Increased Costs | 82 | | 16. | Mitigation by the Lenders | 83 | | 17. | Other Indemnities | 84 | | 18. | Costs and Expenses | 86 | | SECTION 7 GUARANTEE | | 88 | | 19. | Guarantee and Indemnity | 88 | | SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT | | 95 | | 20. | Representations | 95 | | 21. | Information Undertakings | 102 | | 22. | Financial Covenants | 108 | | 23. | General Undertakings | 117 | | 24. | Events of Default | 139 | | SECTION 9 CHANGES TO PARTIES | | 144 | | 25. | Changes to the Lenders | 144 | | 26. | Changes to the Obligors | 151 | | SECTION 10 THE FINANCE PARTIES | | 153 | | 27. | Role of the Agent and the Arranger Parties | 153 | | 28. | Sharing among the Finance Parties | 163 | | SECTION 11 ADMINISTRATION | | 165 | | - 1 - | | --- | | 29. | Payment Mechanics | 165 | | --- | --- | --- | | 30. | Set-Off | 169 | | 31. | Notices | 169 | | 32. | Calculations and Certificates | 171 | | 33. | Partial Invalidity | 171 | | 34. | Remedies and Waivers | 172 | | 35. | Amendments and Waivers | 172 | | 36. | Confidential Information | 181 | | 37. | Confidentiality of Funding Rates | 185 | | 38. | USA Patriot Act | 186 | | 39. | Counterparts | 186 | | 40. | PPSA Exclusions | 187 | | 41. | Compliance with Financial Crime or Sanctions Regime | 188 | | 42. | Data Privacy | 189 | | 43. | Securities and Futures Ordinance | 189 | | SECTION 12 GOVERNING LAW AND ENFORCEMENT | | 190 | | 44. | Governing Law | 190 | | 45. | Enforcement | 190 | | 46. | Acknowledgement regarding any Supported QFC | 193 | | 47. | Waiver of Jury Trial | 194 | | Schedule 1 The Original Parties | | 195 | | Schedule 2 Conditions Precedent | | 203 | | Schedule 3 Requests | | 209 | | Schedule 4 Form of Transfer Certificate | | 213 | | Schedule 5 Form of Assignment Agreement | | 216 | | Schedule 6 Form of Compliance Certificate | | 220 | | Schedule 7 Form of Accession Deed | | 222 | | Schedule 8 Form of Resignation Letter | | 226 | | Schedule 9 Existing Security | | 228 | | Schedule 10 Timetable | | 229 | | Schedule 11 Form of Accordion Increase Confirmation | | 230 | | Schedule 12 Banking (Exposure Limits) Rules | | 234 | | - 2 - | | --- |

THIS AGREEMENT is dated 14 November 2025 and made between:

(1)BEONE MEDICINES AG (also known as BeOne Medicines Ltd.), a corporation (Aktiengesellschaft) with registered office at c/o BeOne Medicines I GmbH, Aeschengraben 27, 4051 Basel, Switzerland, registered under number CHE-446.472.541 with the Commercial Register of the Canton of Basel-Stadt as borrower (the "Company");

(2)THE SUBSIDIARIES OF THE COMPANY listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the "Original Guarantors");

(3)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as global coordinator (the "Global Coordinator");

(4)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as original mandated lead arranger and bookrunner (the "OMLAB");

(5)CHINA MERCHANTS BANK GUANGZHOU BRANCH (招商银行股份有限公司广州分行), INDUSTRIAL BANK CO., LTD SHANGHAI BRANCH (a joint stock company incorporated in P.R.C. with limited liability), CHINA CITIC BANK SUZHOU BRANCH (incorporated in China with limited liability), CHINA MINSHENG BANKING CORP., LTD. SHANGHAI PILOT FREE TRADE ZONE BRANCH, BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (incorporated in Ireland limited by shares), BNP PARIBAS, BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NIEDERLASSUNG DEUTSCHLAND, DBS BANK (HONG KONG) LIMITED (incorporated in Hong Kong with limited liability), MORGAN STANLEY SENIOR FUNDING, INC., TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. HUANGPU SUB-BRANCH as mandated lead arranger and bookrunners (the "MLABs");

(6)CITICORP NORTH AMERICA, INC., GOLDMAN SACHS BANK USA, HANG SENG BANK LIMITED, JPMORGAN CHASE BANK, N.A., LUSO INTERNATIONAL BANKING LIMITED, MASHREQBANK PSC, HONG KONG BRANCH (incorporated in Dubai U.A.E. with limited members liability), NATIXIS, HONG KONG BRANCH (incorporated in France and the liability of its members is limited) and UBS SWITZERLAND AG (incorporated in Switzerland with limited liability) as mandated lead arrangers (the "MLAs");

(7)CHINA CITIC BANK INTERNATIONAL LIMITED (incorporated in Hong Kong with limited liability), FUBON BANK (HONG KONG) LIMITED, SIEMENS BANK GMBH SINGAPORE BRANCH and THE BANK OF EAST ASIA, LIMITED as lead arrangers (the "Lead Arrangers");

(8)CRÉDIT INDUSTRIEL ET COMMERCIAL, HONG KONG BRANCH (incorporated in France with limited liability) as arranger (the "Arranger");

(9)THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the "Original Lenders");

(10)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as agent of the Finance Parties (other than itself) (the "Agent"); and

(11)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as security trustee for the Secured Parties (the "Security Agent").

IT IS AGREED as follows:

SECTION 1 INTERPRETATION

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

"Accession Deed" means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).

"Accordion Increase Amount" means, in respect of Facility B1 or Facility B2, the aggregate amount of the increase in the Facility B1 Commitments or (as the case may be) Facility B2 Commitments specified in the Accordion Increase Confirmation.

"Accordion Increase Confirmation" means a confirmation substantially in the form set out in Schedule 11 (Form of Accordion Increase Confirmation).

"Accordion Increase Date" has the meaning given to that term in Clause 2.2 (Accordion Option).

"Accordion Lender" has the meaning given to that term in Clause 2.2 (Accordion Option).

"Accounting Principles" means, in relation to a Group Member, generally accepted accounting principles in the jurisdiction of incorporation of that Group Member or International Accounting Standards including but not limited to US GAAP, IFRS, Swiss GAAP FER, IPSAS and Australian International Financial Reporting Standards (as applicable).

"Activist Shareholder" means, any persons (including any shareholder(s) of the Company), whether individually or acting in concert, whom the Company reasonably believes are attempting (or are intending to attempt) to take actions which would have or would be likely to have an adverse impact on the operation, financial condition, business or prospects of the Company or any Group Member, or the best interests of the Company or any Group Member, provided that such belief of the Company is substantiated and/or justified by credible evidence in the possession of the Company (and, in the absence of any evidence to the contrary, such evidence in the possession of the Company shall be deemed credible). For the purposes of this definition, "acting in concert" means any persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate to cast or cause an adverse impact on the operation, financial condition, business or prospects of the Company or any Group Member, or the best interests of the Company or any Group Member.

"Additional Guarantor" means any person which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Adjusted EBITDA" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Administrative Party" means each of the Agent, the Global Coordinator, each Arranger Party and the Security Agent.

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"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Agent's Spot Rate of Exchange" means:

(a)the Agent's spot rate of exchange; or

(b)(if the Agent does not have an available spot rate of exchange) any publicly available spot rate of exchange selected by the Agent (acting reasonably),

for the purchase of the relevant currency with US dollars in the Hong Kong foreign exchange market at or about 11 a.m. Hong Kong time on a particular day.

"APLMA" means the Asia Pacific Loan Market Association Limited.

"Arranger Parties" means the OMLAB, each MLAB, each MLA, each Lead Arranger and the Arranger.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee and the Agent, provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

"Australia" means the Commonwealth of Australia (and "Australian" shall be construed accordingly).

"Australian Banking Code of Practice" means the Banking Code of Practice (2025) published by the Australian Banking Association, as amended, revised or amended and restated from time to time.

"Australian Controller" has the meaning given to the term "controller" in section 9 of the Australian Corporations Act.

"Australian Corporations Act" means the Australian Corporations Act 2001 (Cth).

"Australian Obligor" means any Obligor incorporated in Australia.

"Authorisation" means:

(a)an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b)in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

"Automatic Acceleration Event" has the meaning given to that term in Clause 24.18 (Automatic Acceleration Event).

"Availability Period" means:

(a)in relation to Facility A and Facility B2, the period from and including the date of this Agreement to and including the date falling six Months after the date of this Agreement; and

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(b)in relation to Facility B1, the period from and including the date of this Agreement to and including the date falling one Month prior to the Facility B Final Repayment Date, provided that if the first Utilisation Date under this Agreement does not occur on or before the date falling six Months after the date of this Agreement, the Availability Period in relation to Facility B1 shall end on the date falling six Months after the date of this Agreement.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus:

(a)the amount of its participation in any outstanding Loans under that Facility; and

(b)in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under Facility B1 only, that Lender's participation in any Utilisations in respect of Facility B1 that are due to be repaid or prepaid on or before the proposed Utilisation Date.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"BG Facility Documents" has the meaning given to that term in the Intercreditor Agreement.

"BG Lender" has the meaning given to that term in the Intercreditor Agreement.

"Break Costs" means the amount (if any) by which:

(a)the interest (excluding the applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, London, New York, Zurich and the PRC, and (in relation to any determination of any rate of interest on any amount in US dollars) which is a US Government Securities Business Day.

"Cash" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Cash Management Services" means any of the following services available to all or any of the Group Members: automated clearing house transactions, treasury,

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depository, credit or debit card, purchasing card, stored value card, electronic fund transfer services, daylight or overnight facilities, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit or other accounts and merchant services or other cash management arrangements in the ordinary course of business of the Group.

"Cashflow" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Cash Pooling" means any cash pooling, netting or set-off arrangement entered into by any Group Member for the purpose of netting debit and credit balances of two or more Group Members in the ordinary course of its banking arrangements or in connection with intra-Group's cash management arrangements (including an overdraft comprising more than one account) or pooling cash resources of the Group.

"Cayman Obligor" means any Obligor incorporated in the Cayman Islands.

"Central Bank Rate" means:

(a)the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

(b)if that target is not a single figure, the arithmetic mean of:

(i)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

(ii)the lower bound of that target range.

"Central Bank Rate Adjustment" means, in relation to the Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding US Government Securities Business Days for which Term SOFR for a tenor equal in length to the relevant Interest Period was available, excluding the days with the highest spread (and, if there is more than one highest spread, only one of those highest spreads) and lowest spread (or, if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate.

"Central Bank Rate Spread" means, in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:

(a)Term SOFR for a tenor equal in length to the applicable Interest Period; and

(b)the Central Bank Rate prevailing at close of business on that US Government Securities Business Day.

"Change of Control" means any person or group of persons acting in concert gain direct or indirect control (as defined below) of the Company. For the purposes of this definition, "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.

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"Code" means the US Internal Revenue Code of 1986, as amended from time to time or any successor statute, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

"Commitment" means a Facility A Commitment, Facility B1 Commitment or Facility B2 Commitment.

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § I et seq.).

"Compliance Certificate" means a certificate delivered pursuant to Clause 21.2 (Compliance Certificate) and signed by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

"Confidential Information" means all information relating to the Company, any Obligor, the Group, any Finance Party, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)any Group Member or any of its advisers; or

(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i)information that:

(A)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidential Information);

(B)is identified in writing at the time of delivery as non-confidential by any Group Member or any of its advisers; or

(C)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)any Funding Rate.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Company and the Agent.

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"Consigned Disbursement" means, in relation to a Facility A Loan, the method of disbursement of the proceeds of that Facility A Loan pursuant to which:

(a)first, the Agent disburses the proceeds of that Facility A Loan into the Loan Disbursement Account; and

(b)second, the Agent transfers an amount equal to the proceeds of that Facility A Loan from the Loan Disbursement Account to the relevant transactional counterparty(ies) in accordance with the instructions of the Company as set out in the relevant Utilisation Request.

"Consolidated Net Tangible Assets" means at any time the aggregate of the amounts paid up on the issued ordinary share capital of the Company and the amount standing to the credit of the reserves of the Group (on a consolidated basis) including any credit balance on the consolidated profit and loss account of the Company, but deducting:

(a)any debit balance on the consolidated profit and loss account of the Company;

(b)any amount which is attributable to minority interests (that is, any direct or indirect interest of any person (that is not a Group Member) in any Subsidiary of the Company);

(c)(to the extent otherwise included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Group or any Group Member;

(d)(to the extent included) any amount set aside for taxation, deferred taxation or bad debts;

(e)(to the extent included) any amounts arising from an upward revaluation of assets made at any time after the date of the Original Financial Statements of the Company; and

(f)any amount in respect of any dividend or distribution declared, recommended or made by any Group Member to the extent payable to a person who is not a Group Member and to the extent such dividend or distribution is not provided for in the applicable consolidated financial statements of the Company,

provided that at all times and in all circumstances no deduction shall be made in respect of:

(A)any Permitted Royalty Receivables Sale (including, for the avoidance of doubt, any Permitted Royalty Proceeds); and/or

(B)any sale of royalties regarding Pipeline Assets,

which in each case are or may otherwise be characterised or classified as debt, liabilities or any other deduction pursuant to, or in accordance with, US GAAP,

and so that no amount shall be included or excluded more than once.

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"control" of a person means:

(a)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of that person;

(ii)appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(iii)give directions with respect to the operating and financial policies of that person with which the directors or other equivalent officers of that person are obliged to comply; or

(b)the holding beneficially of more than 50 per cent. of the issued share capital of that person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

"Core Business" means any major or material line of business conducted by the Company or any Group Member as at the date of this Agreement (being the biotechnology pharmaceutical business) and any other major or material line of business which the Company, acting reasonably and in good faith, considers related or incidental thereto.

"Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Defaulting Lender" means any Lender:

(a)which has failed to make its participation in a Loan available or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders' participation);

(b)which has otherwise rescinded or repudiated a Finance Document; or

(c)with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney, custodian, nominee or co-trustee appointed by the Security Agent.

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"Designation Letter" means a letter in agreed form, from the Company to, and acknowledged by, the Agent (acting on the instructions of all Lenders).

"Disqualified Material Offshore Subsidiary" has the meaning given to that term in Clause 23.26 (Guarantor Coverage Requirement).

"Disruption Event" means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Eligible Institution" means any Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which, in each case, is not a Group Member.

"Employee Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA, or Section 412 of the Code, and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Environmental Claim" means any claim, proceeding or investigation by any person in respect of any Environmental Law.

"Environmental Law" means any applicable law in any jurisdiction in which any Group Member conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

"Environmental Permits" means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Member conducted on or from the properties owned or used by the relevant Group Member.

"Equity Interest" means, in relation to any person:

(a)any shares of any class or capital stock of or equity interest in such person or any depositary receipt in respect of any such shares, capital stock or equity interest;

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(b)any securities convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such securities; or

(c)any option, warrant or other right to acquire any such shares, capital stock, equity interest, securities or depositary receipts referred to in paragraphs (a) and/or (b).

"ERISA" means the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any person that would be deemed at any relevant time to be a single employer with an Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or under common control with an Obligor under Section 4001 of ERISA.

"ERISA Event" means:

(a)any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, other than events for which the thirty (30) day notice period has been waived;

(b)the filing of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041 of ERISA;

(c)the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan or Multiemployer Plan;

(d)any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

(e)the filing under Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan or Multiemployer Plan;

(f)the complete or partial withdrawal of any Obligor or any ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

(g)an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

(h)a determination that any Employee Plan is, or is expected to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);

(i)the existence of an Unfunded Pension Liability;

(j)the conditions for the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Employee Plan have been met; and/or

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(k)the receipt by an Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in "endangered" or "critical" status or in "critical and declining" status within the meaning of Section 305 of ERISA or Section 432 of the Code.

"Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default).

"Excluded Swap Obligation" means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee or indemnity thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of a failure by such Guarantor for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or indemnity or security interest is or becomes illegal.

"Existing Financial Indebtedness" means Financial Indebtedness arising under:

(a)the facility agreement dated 9 December 2024 between the Company and China Merchants Bank Co., Ltd.;

(b)the credit facility agreement dated on or about the date hereof between BeOne Guangzhou Biologics Manufacturing Co., Ltd. and China Merchants Bank Co., Ltd.;

(c)the working capital loan agreement dated 25 November 2024 between the Company and Shanghai Pudong Development Bank Co., Ltd., Huangpu Sub-branch;

(d)the facility agreement dated 5 December 2024 between the Company and China Minsheng Banking Corp., Ltd. Shanghai Pilot Free Trade Zone Branch;

(e)the revolving loan facility agreements dated 9 May 2025 between the Company and The Hongkong and Shanghai Banking Corporation Limited;

(f)the fixed assets loan agreement dated 4 April 2018 between BeOne Guangzhou Biologics Manufacturing Co., Ltd. and China Construction Bank Corporation Guangdong Branch;

(g)the fixed assets loan agreement dated 22 January 2022 between BeOne Guangzhou Biologics Manufacturing Co., Ltd. and China Merchants Bank Co., Ltd. Guangzhou Branch;

(h)the fixed assets loan agreement dated 11 November 2020 between BeOne Guangzhou Biologics Manufacturing Co., Ltd. and China Merchants Bank Co., Ltd. Guangzhou Branch;

(i)the fixed assets loan agreement dated 29 July 2022 between BeOne Pharmaceutical (Suzhou) Co., Ltd. and China CITIC Bank Suzhou Branch;

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(j)the working capital loan agreement dated 24 June 2025 between BeOne Medicines USA, Inc. and Industrial Bank Co., Ltd. Shanghai Songjiang Branch; and

(k)any other loan agreements, arrangements or contracts (howsoever described) existing as at the date of this Agreement under which a Group Member is a debtor in respect of certain Financial Indebtedness owed to a person (other than a Group Member) (as creditor),

in each case, as at the date of this Agreement.

"Existing Joint Venture" means any Joint Venture which is in existence as at the date of this Agreement and in which a Group Member has Equity Interests, provided that the existence of such Joint Venture has been disclosed to the OMLAB prior to the date of this Agreement.

"Existing Offshore Financial Indebtedness" of the Group means Financial Indebtedness which is owed by any Offshore Group Member as at the date of this Agreement.

"Extended Facility B Final Repayment Date" means the date falling 36 Months after the earlier of (a) the First Facility B1 Utilisation Date and (b) the First Facility B2 Utilisation Date.

"Extended Facility B1 Commitment" has the meaning given to that term in Clause 8.2 (Lenders' discretion).

"Extended Facility B2 Commitment" has the meaning given to that term in Clause 8.2 (Lenders' discretion).

"Extension" has the meaning given to that term in Clause 8 (Extension of Facility B Final Repayment Date).

"Facility" means Facility A, Facility B1 or Facility B2.

"Facility A" means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

"Facility A Commitment" means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A Final Repayment Date" means the date falling 36 Months from the First Facility A Utilisation Date.

"Facility A Loan" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

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"Facility A Repayment Date" means each of:

(a)the date falling 12 Months from the First Facility A Utilisation Date;

(b)the date falling 18 Months from the First Facility A Utilisation Date;

(c)the date falling 24 Months from the First Facility A Utilisation Date;

(d)the date falling 30 Months from the First Facility A Utilisation Date; and

(e)the Facility A Final Repayment Date.

"Facility A Utilisation Documents" has the meaning given to that term in paragraph (c) of Clause 5.2 (Completion of a Utilisation Request).

"Facility B Final Repayment Date" means:

(a)the Original Facility B Final Repayment Date; or

(b)if the Facility B Final Repayment Date is extended in accordance with Clause 8 (Extension of Facility B Final Repayment Date), the Extended Facility B Final Repayment Date.

"Facility B Lender" means, at any time, any Lender whose Facility B1 Commitment and/or Facility B2 Commitment is greater than zero at that time.

"Facility B1" means the revolving loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

"Facility B1 Commitment" means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading "Facility B1 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B1 Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Facility B1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Accordion Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility B1 Loan" means a loan made or to be made under Facility B1 or the principal amount outstanding for the time being of that loan.

"Facility B2" means the term loan facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

"Facility B2 Commitment" means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading "Facility B2 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B2 Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Facility B2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Accordion Option),

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to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility B2 Loan" means a loan made or to be made under Facility B2 or the principal amount outstanding for the time being of that loan.

"Facility B2 Repayment Date" means each of:

(a)the date falling 18 Months from the First Facility B2 Utilisation Date;

(b)the date falling 21 Months from the First Facility B2 Utilisation Date; and

(c)the Facility B Final Repayment Date.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

(a)sections 1471 to 1474 of the Code or any associated regulations;

(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means:

(a)any letter or letters referring to this Agreement or the Facilities between one or more Administrative Parties and the Company setting out any of the fees referred to in Clause 13 (Fees); and

(b)any agreement setting out fees payable to a Finance Party referred to in paragraph (f) of Clause 2.2 (Accordion Option) or under any other Finance Document.

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"Final Repayment Date" means:

(a)in relation to Facility A, the Facility A Final Repayment Date; and

(b)in relation to Facility B1 or Facility B2, the Facility B Final Repayment Date.

"Finance Document" means this Agreement, any Accession Deed, any Fee Letter, any Transaction Security Document, the Intercreditor Agreement, the Designation Letter, any Accordion Increase Confirmation, any Utilisation Request and any other document designated as such by the Agent and the Company, provided that where the term "Finance Document" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement and a BG Facility Document shall be a Finance Document only for the purposes of:

(a)the definition of "Default";

(b)the definition of "Material Adverse Effect";

(c)the definition of "Transaction Security Document";

(d)paragraph (a)(iv) of Clause 1.2 (Construction); and

(e)Clause 24 (Events of Default) (other than Clause 24.11 (Repudiation), Clause 24.17 (Acceleration) and Clause 24.18 (Automatic Acceleration Event)).

"Finance Lease" means any finance lease, capital lease or hire purchase contract, which would in accordance with the relevant Accounting Principles, be treated as a balance sheet liability, other than a lease or hire purchase contract which would:

(a)in accordance with IFRS, prior to 1 January 2019, have been treated as an operating lease; or

(b)in accordance with US GAAP, prior to the date on which such Accounting Principles give effect to the changes contemplated by Accounting Standards Codification 842 published by The Financial Accounting Standards Board (whether such date falls before, on or after the date of this Agreement), have been treated as an operating lease.

"Finance Party" means an Administrative Party or a Lender, provided that where the term "Finance Party" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedge Counterparty and a BG Lender shall be a Finance Party only for the purposes of:

(a)the definition of "Secured Parties";

(b)paragraph (a)(iii) of Clause 1.2 (Construction);

(c)paragraph (c) of the definition of "Material Adverse Effect";

(d)Clause 16.3 (Conduct of business by the Finance Parties); and

(e)Clause 23.27 (Further assurance).

"Financial Indebtedness" means any indebtedness for or in respect of:

(a)moneys borrowed;

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(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)any Finance Lease;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and other than the provision of customary warranties as to title by a Group Member);

(f)any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

"First Facility A Utilisation Date" means the first Utilisation Date in respect of Facility A.

"First Facility B1 Utilisation Date" means the first Utilisation Date in respect of Facility B1.

"First Facility B2 Utilisation Date" means the first Utilisation Date in respect of Facility B2.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.4 (Cost of funds).

"Global Amendment Deed" means an English law governed global amendment deed entered into or to be entered into between the entities listed therein as "Intra-Group Lenders" and the entities listed therein as "Intra-Group Borrowers" in respect of certain intercompany loans owing by Non-Obligors to Obligors.

"Governmental Agency" means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

"Grandfathered Contracts" means the agreements and/or contracts expressly designated as such in the Designation Letter.

"Group" means the Company and its Subsidiaries from time to time.

"Group Member" means any member of the Group.

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"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Guarantor Coverage Requirement" means, at any time, the requirement that the aggregate total gross revenue of the Guarantors (calculated on a consolidated basis) shall not be less than 75 per cent. of the aggregate total gross revenue of the Group (excluding any total gross revenue generated by the PRC Group Members) (calculated on a consolidated basis).

"Hedge Counterparty" has the meaning given to that term in the Intercreditor Agreement.

"Hedging Agreement" has the meaning given to that term in the Intercreditor Agreement.

"Historic LPR" means, as at any time, the most recently published LPR as at that time (which shall be published not more than three LPR Publishing Days before that time).

"Historic Term SOFR" means, in relation to any Facility B1 Loan or Facility B2 Loan, the most recent Term SOFR for a period equal in length to the Interest Period of that Loan and which is as of a US Government Securities Business Day which is no more than three US Government Securities Business Days before the Quotation Day.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indirect Tax" means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

"Information Memorandum" means the document in the form approved by the Company concerning the Group which, at the Company's request and on its behalf, was prepared in relation to this transaction and distributed by the OMLAB to selected financial institutions before the date of this Agreement.

"Insolvency Event" in relation to an entity means that the entity:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

- 19 -

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Intangible Assets" means intangible assets in accordance with the relevant Accounting Principles including customer lists, goodwill, copyrights, trade names, trade marks, franchises, patents, licences, unamortised debt discount and capitalised research and development costs.

"Intellectual Property" means:

(a)any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, trade secrets, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)the benefit of all applications and rights to use any or all of the rights, assets and/or items referred to in paragraph (a) from time to time and which may now or in the future subsist.

- 20 -

"Intercompany Loan Assignment (English law)" means an English law governed assignment of intercompany loans entered into or to be entered into between the Security Agent and the entities listed therein as "Assignors" in respect of certain intercompany loans owing by Non-Obligors to Obligors, which shall be in form and substance satisfactory to the Agent.

"Intercreditor Agreement" means the intercreditor agreement dated the same date as this Agreement and made between, among others, the Company, the Debtors (as defined in the Intercreditor Agreement), the Security Agent, the Agent, each Arranger Party, the Lenders (as Senior Lenders), the Hedge Counterparties, the BG Lenders and the Subordinated Creditors (as defined in the Intercreditor Agreement).

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).

"Interpolated Historic Term SOFR" means, in relation to any Facility B1 Loan or Facility B2 Loan, the rate (rounded to the same number of decimal places as the Term SOFR) which results from interpolating on a linear basis between:

(a)either:

(i)the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii)if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, the most recent Overnight SOFR for a day which is not more than three US Government Securities Business Days before the Quotation Day; and

(b)the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan.

"Interpolated Term SOFR" means, in relation to any Facility B1 or Facility B2 Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)either:

(i)Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii)if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, Overnight SOFR for the day that is two US Government Securities Business Days before the Quotation Day; and

(b)Term SOFR (as the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan.

"IPSAS" means the international public sector accounting standards published by The International Public Sector Accounting Standards Board.

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"Ipso Facto Event" means an Australian Obligor is or becomes the subject of:

(a)an announcement, application, compromise, arrangement, managing controller, or administration as described in section 415D(1), 434J(1) or 451E(1) of the Australia Corporations Act; or

(b)any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual rights.

"IRS" means the US Internal Revenue Service.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

"Legal Reservations" means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

(c)the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases;

(d)similar principles, rights and remedies under the laws of any Relevant Jurisdiction; and

(e)any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Agent as a condition precedent under this Agreement on or before the first Utilisation Date or pursuant to Clause 26 (Changes to the Obligors).

"Lenders" means:

(a)any Original Lender; or

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 2.2 (Accordion Option) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"Loan" means a Facility A Loan, a Facility B1 Loan or a Facility B2 Loan.

"Loan Disbursement Account" means an account maintained by the Company with the Agent for the purpose of receiving proceeds of any Facility A Loan made under this Agreement.

- 22 -

"LPR" means the prevailing one-year RMB loan prime rate published (before any correction, recalculation or republication by the publisher) by the National Interbank Funding Center (全国银行间同业拆借中心) on (if the Quotation Day is a LPR Publishing Day) the Quotation Day or (if the Quotation Day is not a LPR Publishing Day) the most recent LPR Publishing Day, the designated publisher of such RMB loan prime rate under the authorisation of the People's Bank of China (中国人民银行) (or any successor entity or organisation designated by the applicable Governmental Agency in the PRC for the publication of such rate).

"LPR Publishing Day" means the 20th day of each calendar month (or if it is a public holiday in the PRC, the immediately succeeding PRC Business Day).

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to the reduction).

"Margin" means:

(a)in relation to any Facility A Loan, 0.65 per cent. per annum; and

(b)in relation to any Facility B1 Loan or any Facility B2 Loan, 2.40 per cent. per annum.

"Margin Stock" means margin stock or "margin security" within the meaning of Regulations T, U and X issued by the Board of Governors of the Federal Reserve System of the United States.

"Material Adverse Effect" means a material adverse effect on:

(a)the business, operations, property, financial condition or prospects of the Group taken as a whole;

(b)the ability of any of the Transaction Obligors to perform its obligations under the Finance Documents; or

(c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to, any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

"Material Offshore Subsidiary" means, at any time, any Subsidiary of the Company which is an Offshore Group Member and whose total gross revenue (consolidated in the case of a Subsidiary which itself has any Subsidiary or Subsidiaries) attributes to five per cent. or more of the consolidated total gross revenue of the Group, as calculated by reference to:

(a)the then latest audited financial statements of such Subsidiary (consolidated or unconsolidated, as the case may be, or where no audited financial statements are available, calculated by reference to the unaudited financial statements or management accounts applicable to such Subsidiary, certified as being true and accurate by a director of the Company); and

(b)the then latest consolidated financial statements of the Company,

and (for the avoidance of doubt) no PRC Group Member shall at any time constitute or be deemed to be a Material Offshore Subsidiary.

- 23 -

"Measures for the Administration of Working Capital Loans" means the Measures for the Administration of Working Capital Loans (流动资金贷款管理办法) issued by the National Financial Regulatory Administration of the PRC (中华人民共和国国家金融监督管理总局) on 30 January 2024, which came into effect on 1 July 2024 (including any revisions thereto from time to time).

"Minority JV" means any Permitted Joint Venture which is not a Group Member.

"Minority JV Cap" means the aggregate of:

(a)US$350,000,000 (or its equivalent in any other currency);

(b)50 per cent. of the Cashflow received by the Group on a cumulative basis during each of the following periods:

(i)the first three Financial Quarters of the financial year ending 31 December 2025, as certified by the chief financial officer of the Company in the certificate listed in paragraph 1(k) of Part I of Schedule 2 (Conditions Precedent) and delivered to the Agent under Clause 4.1 (Initial conditions precedent), based on the unaudited quarterly financial statements of the Group for each of such Financial Quarters;

(ii)the last Financial Quarter of the financial year ending 31 December 2025,as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's annual consolidated financial statements for that financial year delivered to the Agent under this Agreement, provided that Cashflow in respect of such Financial Quarter may be positive or negative and if it were negative, the amount of Cashflow under this paragraph (b) will be reduced by the corresponding amount prior to the calculation of 50 per cent. of the relevant Cashflow; and

(iii)each subsequent financial year, as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's annual consolidated financial statements for that financial year delivered to the Agent under this Agreement, provided that, in this case of this paragraph (iii), if Cashflow in respect of a financial year is less than zero, Cashflow in respect of that financial year shall be deemed to be zero; and

(c)(if and to the extent not taken into account in paragraph (b) above):

(i)50 per cent. of the net proceeds (if any) received by the Group through the monetisation of Pipeline Assets on a cumulative basis, commencing with the first three Financial Quarters of the financial year ending 31 December 2025 and including each Financial Quarter thereafter; and

(ii)50 per cent. of any Permitted Royalty Proceeds received by any Group Member on a cumulative basis pursuant to (A) any Grandfathered Contract (whether received or entered into before or after the date of this Agreement) and/or (B) any other arrangement since the date of this Agreement,

- 24 -

in each case, as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's then most recent quarterly or annual consolidated financial statements delivered to the Agent under this Agreement or in the certificate listed in paragraph 1(k) of Part I of Schedule 2 (Conditions Precedent) and delivered to the Agent under Clause 4.1 (Initial conditions precedent).

"Minority Stake Acquisition" means an acquisition by a Group Member of a minority stake position in any public limited company or private limited company, undertaking, partnership or any other form of vehicle (collectively, a "Vehicle"), provided that there is no intention for that Vehicle to become a Joint Venture of which any Group Member is a joint venture partner.

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

"Multiemployer Plan" means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) that is subject to Title IV of ERISA that is contributed to for any employees of an Obligor or any ERISA Affiliate or in respect of which any Obligor or any ERISA Affiliate has any actual or contingent, direct or indirect liability.

"NBWD Arrangements" has the meaning given to the term "内保外贷" (nei bao wai dai) in the Administrative Regulations on Foreign Exchange Administration of Cross Border Security (《跨境担保外汇管理规定》) (汇发[2014]29 号) issued by SAFE on 12 May 2014 (including any revisions thereto from time to time).

"NDRC" means the National Development and Reform Commission of the PRC (中华人民共和国国家发展和改革委员会) (including its successors).

"NDRC Administrative Measures" means the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises (NDRC Order 56) (《企业中长期外债审核登记管理办法 (国家发展和改革委员会令第56号) issued by the NDRC on 5 January 2023 and which came into effect on 10 February 2023, and as amended and supplemented by any implementation or guidance rules or policies as issued by the NDRC from time to time.

- 25 -

"NDRC Registration Certificate" means the registration certificate(s) for borrowings of foreign debt by enterprises (企业借用外债审核登记证明) issued by the NDRC evidencing the completion of the NDRC foreign debt quota registration process relating to the Facilities pursuant to the NDRC Administrative Measures.

"New Jersey Property" means the Real Property commonly known as Princeton West Innovation Campus located in Hopewell, New Jersey, as more particularly described in the PropCo Mortgage.

"New Lender" has the meaning given to that term in Clause 25 (Changes to the Lenders).

"Non-Consenting Lender" has the meaning given to that term in Clause 35.7 (Replacement of Non-Consenting Lender).

"Non-Extended Facility B1 Commitment" has the meaning given to that term in Clause 8.2 (Lenders' discretion).

"Non-Extended Facility B2 Commitment" has the meaning given to that term in Clause 8.2 (Lenders' discretion).

"Non-Obligor" means a Group Member which is not an Obligor.

"Obligors" means the Company and the Guarantors, and "Obligor" means each one of them.

"Obligors' Agent" means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors' Agent).

"Offshore Group Member" means any Group Member which is not a PRC Group Member.

"Offshore Real Property" means any Real Property which is located outside the PRC.

"Original Facility B Final Repayment Date" means the date falling 24 Months from the earlier of (a) the First Facility B1 Utilisation Date and (b) the First Facility B2 Utilisation Date.

"Original Financial Statements" means:

(a)in relation to the Company, the audited consolidated financial statements of the Group for the financial year ended 31 December 2024;

(b)in relation to each of BeOne Medicines UK, Ltd., BeOne Medicines I GmbH and BeOne Medicines (Hong Kong) Co., Limited, the audited financial statements for its financial year ended 31 December 2023;

(c)in relation to BeOne Medicines Aus Pty Ltd, the audited financial statements for its financial year ended 31 December 2024;

(d)in relation to each of BeOne Medicines US Holdings, LLC, BeOne Medicines USA, Inc., BG NC 1, Ltd, PropCo and PropCo Parent, the unaudited financial statements for its financial year ended 31 December 2024;

(e)in relation to BG NC 2, Ltd., the unaudited zero-balance financial statements dated 31 March 2025; and

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(f)in relation to BeOne Medicines Treasury Ltd., the unaudited zero-balance financial statements dated 31 March 2025,

in each case, prepared under and in accordance with US GAAP (other than to the extent any financial statements prepared by reference to any local Accounting Principles).

"Overnight SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

"Party" means a party to this Agreement.

"PBGC" means the US Pension Benefit Guaranty Corporation.

"PBOC Notice 27" means Yinfa No.27 [2022], Notice of the People's Bank of China and the State Administration of Foreign Exchange on Overseas Lending by Banking Institutions (中国人民银行、国家外汇管理局关于银行业金融机构境外贷款业务有关事宜的通知) issued by the People's Bank of China and the State Administration of Foreign Exchange on 29 January 2022, which came into effect on 1 March 2022 (including any revisions thereto from time to time).

"Perfection Requirements" means the making or the procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Transaction Obligor or any relevant third party) and/or perfection of that Finance Document.

"Permitted Acquisition" has the meaning given to that term in Clause 23.7 (Acquisitions and Joint Ventures).

"Permitted Cash Pooling" has the meaning given to that term in Clause 23.12 (Loans and guarantees).

"Permitted Disposal" has the meaning given to that term in Clause 23.5 (Disposals).

"Permitted Financial Indebtedness" means any Financial Indebtedness permitted under paragraph (b) of Clause 23.13 (Financial Indebtedness).

"Permitted Intra-Group Financial Indebtedness" means:

(a)any Financial Indebtedness owing by any Group Member to any direct or indirect shareholder of the Company (or any Affiliate of any direct or indirect shareholder of the Company), provided that such Financial Indebtedness shall be subordinated to the claim of the Finance Parties under the Finance Documents pursuant to the Intercreditor Agreement;

(b)any Financial Indebtedness owing by an Obligor to another Obligor;

(c)any Financial Indebtedness owing by a Non-Obligor to another Non-Obligor;

(d)any Financial Indebtedness owing by an Obligor to a Non-Obligor, provided that:

(i)subject to paragraph (ii) below, such Financial Indebtedness shall be subordinated to the claim of the Finance Parties under the Finance Documents pursuant to the Intercreditor Agreement; and

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(ii)the subordination requirement described in paragraph (i) above shall not apply to such Financial Indebtedness if and to the extent that:

(A)the proceeds of such Financial Indebtedness are or will be applied towards the ordinary course of the Group's Core Business, customary trading activities of the Group and/or internal cash management of the Group; or

(B)(if and for so long as no Default is continuing) such Financial Indebtedness arises from, or is constituted by, any revolving intercompany loan between an Obligor (as debtor) and a Non-Obligor (as creditor) of which the tenor does not exceed one year;

(e)any Financial Indebtedness owing by a Non-Obligor to an Obligor, provided that:

(i)such Financial Indebtedness shall be assigned in favour of the Security Agent pursuant to:

(A)the Intercompany Loan Assignment (English law); and

(B)(if and for so long as an Event of Default is continuing) a Transaction Security Document governed by law (other than English law) if required by the Agent (following consultation with its legal advisers); and

(ii)at least one of the following conditions is satisfied with respect to such Financial Indebtedness:

(A)the proceeds of such Financial Indebtedness are or will be applied towards the ordinary course of the Group's Core Business, customary trading activities of the Group and/or internal cash management of the Group;

(B)the debtor of such Financial Indebtedness is an entity which is consolidated under the then latest consolidated financial statements of the Group most recently delivered to the Agent under this Agreement; or

(C)(if neither paragraph (A) nor paragraph (B) applies) the aggregate principal amount of such Financial Indebtedness (when aggregated with the aggregate principal amount of each other Financial Indebtedness falling within this paragraph (C)) shall not, at any time, exceed US$75,000,000 (or its equivalent in any other currency).

"Permitted Intra-Group Transfer" means the disposal by BG NC 2, Ltd. of the entire issued share capital of BeOne Medicines UK, Ltd. in favour of another Group Member where such disposal is undertaken:

(a)to mitigate any material adverse tax consequences of the Group (including, but not limited to, any changes in applicable law or regulation); or

(b)to align the Group's structure with applicable tax laws and double taxation treaties in a manner that reflects the Group's operational and commercial activities,

- 28 -

provided that BeOne Medicines UK, Ltd. shall at all times (including following the completion of such disposal) remain:

(i)wholly owned (directly or indirectly) by the Company;

(ii)an Offshore Group Member; and

(iii)a Guarantor.

"Permitted Joint Venture" means:

(a)any Existing Joint Venture; or

(b)entry into or any investment in any Joint Venture after the date of this Agreement where:

(i)no Default is continuing at the time such investment is made or would result from such investment;

(ii)all the financial covenants under Clause 22 (Financial Covenants):

(A)have been fully complied with as at the most recent Test Date immediately before transaction; and

(B)will be fully complied with, on a pro forma basis (taking into account the impact of such investment), immediately after the completion of such investment;

(iii)the implementation or completion of such investment does not have, and is not reasonably likely to have, a Material Adverse Effect;

(iv)that Joint Venture is incorporated or established, and carries on its principal business, in any jurisdiction where the Group conducts its Core Business; and

(v)that Joint Venture is engaged in the Core Business or life sciences or biotechnology practices.

"Permitted Loan" means any loan or credit the making or granting of it is permitted under Clause 23.12 (Loans and guarantees).

"Permitted Reorganisation" has the meaning given to that term in Clause 23.6 (Merger).

"Permitted Royalty Proceeds" means any cash or non-cash consideration received by any Group Member under and pursuant to any Permitted Royalty Receivables Sale.

"Permitted Royalty Receivables Sale" means any Royalty Receivables Sale falling within paragraph (b)(xiv) of Clause 23.5 (Disposals).

"Permitted Security" has the meaning given to that term in Clause 23.4 (Negative pledge).

"Permitted Transaction" means:

(a)any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

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(b)the solvent liquidation or reorganisation of any Group Member which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other Group Members; or

(c)transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.

"Person" has the meaning given to that term in Clause 20.23 (Sanctions).

"Pipeline Assets" means, at any time, any drug or treatment candidates and, in each case, all related assets and rights thereto (including, without limitation, Intellectual Property rights, royalties and/or royalty receivables), which have not yet been approved for commercial marketing or commercial sale by an established regulatory body or authority and/or is at pre-commercialisation stage, provided that (for the avoidance of doubt) Pipeline Assets shall exclude Zanubrutinib and Tislelizumab and all related assets and rights thereto.

"PPS Law" means:

(a)the PPSA; and

(b)any regulations in force at any time under the PPSA, including the PPSA Regulations.

"PPSA" means the Australian Personal Property Securities Act 2009 (Cth).

"PPSA Regulations" means the Australian Personal Property Securities Regulations 2010 (Cth).

"PRC Business Day" means a day (other than a Saturday or Sunday or public holiday, but including Saturday or Sunday that is a working day as stipulated by the applicable regulations promulgated by the State Council of the PRC) on which banks are open for general business in the PRC.

"PRC Group Member" means any Group Member which is incorporated or registered in the PRC.

"PRC GZ Property" means all or any part of (a) the buildings and fixed plant on the land located in Within theSino-Singapore Guangzhou Knowledge City Biomedical Park, south of Kangyao South Road and north of Zhihui West Road (中新广州知识城生物医药园区内，康耀南路以南、智慧西路以北) with the title certificate numbered as Yue (2022) Guangzhou Real Estate Ownership Certificate No. 06005656 (粤(2022)广州市不动产权第06005656号), and (b) the buildings and fixed plant on the land located in West of Jiulong Avenue and south of planned KN1-2 Road in the northern starting area of Sino-Singapore Guangzhou Knowledge City (中新广州知识城北起步区九龙大道以西、规划KN1-2路以南) with the title certificate numbered as Yue (2017) Guangzhou Real Estate Ownership Certificate No. 06600057 (粤(2017)广州市不动产权第06600057号).

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"PRC SZ Property" means all or any part of (a) the buildings and fixed plant on the land located in East of Jingu Road, South of Jiangyun Road Suzhou Industrial Park(苏州工业园区金谷路东、江韵路南) with the title certificate numbered as Su (2022) Suzhou Industrial Park Real Estate Ownership Certificate No. 0000249 (苏(2022)苏州工业园区不动产权第0000249号), and (b) the real property located in No. 29, Jinhai Road, Suzhou Industrial Park (苏州工业园区金海路29号) with the title certificate numbered as Su (2024) Suzhou Industrial Park Real Estate Ownership Certificate No. 0000157 (苏(2024)苏州工业园区不动产权第0000157号).

"PropCo" means BeOne Medicines Hopewell Urban Renewal, LLC, a New Jersey limited liability company.

"PropCo Assignment of Leases" means a New Jersey law governed absolute assignment of leases and rents over the New Jersey Property granted by PropCo in favour of the Security Agent, which shall be in form and substance satisfactory to the Agent.

"PropCo Mortgage" means a New Jersey law governed first priority mortgage, assignment of leases and rents, security agreement and fixture filing over the New Jersey Property granted by PropCo in favour of the Security Agent, which shall be in form and substance satisfactory to the Agent.

"PropCo Parent" means BeOne Medicines US Manufacturing Co., Inc., a Delaware corporation.

"PropCo Share Pledge" means a New York law governed pledge and security agreement over the shares in PropCo granted by PropCo Parent in favour of the Security Agent, which shall be in form and substance satisfactory to the Agent.

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act .

"Quasi-Security" has the meaning given to that term in Clause 23.4 (Negative pledge).

"Quotation Day" means, in relation to any currency (or any amount in any currency) and any period for which an interest rate is to be determined:

(a)(if that currency is US dollars) two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loans market, in which case the Quotation Day will be determined by the Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days); and

(b)(if that currency is RMB) the first day of that period.

"Real Property" means:

(a)any freehold, leasehold or immovable property; and

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(b)any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Reference Rate (RMB)" means, in relation to any Loan in Renminbi:

(a)LPR as of the Specified Time; or

(b)as otherwise determined pursuant to Clause 12.2 (Unavailability of LPR),

and if, in either case, that rate is less than zero, the Reference Rate (RMB) shall be deemed to be zero.

"Reference Rate (USD)" means, in relation to any Loan in US dollars:

(a)Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan; or

(b)as otherwise determined pursuant to Clause 12.1 (Unavailability of Term SOFR),

and if, in either case, that rate is less than zero, the Reference Rate (USD) shall be deemed to be zero.

"Regulations T, U and X" means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States.

"Related Fund", in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Facility A Lenders" has the meaning given to that term in paragraph (c) of Clause 5.2 (Completion of a Utilisation Request).

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a)its jurisdiction of incorporation;

(b)any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c)any jurisdiction where it conducts its business; and

(d)any jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

"Relevant Market" means:

(a)in relation to US dollars or Term SOFR, the market for overnight cash borrowing collateralised by US Government securities; and

(b)in relation to Renminbi or LPR, the PRC interbank market.

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"Relevant Offshore Subsidiaries" means:

(a)each of the Material Offshore Subsidiaries; and

(b)at any time, the aggregate total gross revenue (calculated on a consolidated basis) of the then Material Offshore Subsidiaries account for less than 75 per cent. of the consolidated total revenue of the Group (excluding any gross revenue generated by any PRC Group Member) determined by the consolidated financial statements of the Company determined by reference to the then latest consolidated financial statements of the Company and the Compliance Certificate supplied by the Company with such financial statements (which, prior to the delivery by the Company of its consolidated financial statements in accordance with Clause 21.1 (Financial statements), are the Original Financial Statements), each of those Offshore Group Members (excluding the Material Offshore Subsidiaries):

(i)whose total gross revenue are highest or higher relative to the total gross revenue of the other Offshore Group Members (excluding the Material Offshore Subsidiaries); and

(ii)the inclusion of each of such Offshore Group Members as a Relevant Offshore Subsidiary is necessary for ensuring that the aggregate total gross revenue (calculated on a consolidated basis) of all of such Offshore Group Members, when aggregated with the aggregate total gross revenue (calculated on a consolidated basis) of all the Material Offshore Subsidiaries, would not be less than 75 per cent. of the consolidated total gross revenue of the Group (excluding any gross revenue generated by any PRC Group Member),

provided that:

(A)for the avoidance of doubt, an Offshore Group Member shall not constitute a Relevant Offshore Subsidiary by virtue of this paragraph (b) if the inclusion of such Offshore Group Member as a Relevant Offshore Subsidiary is not necessary for the Guarantor Coverage Requirement to be met; and

(B)(if paragraph (b)(iii) of Clause 23.26 (Guarantor Coverage Requirement) applies) the determination of Relevant Offshore Subsidiaries under this paragraph (b) shall be made on the basis as if the Disqualified Relevant Offshore Subsidiary had the lowest amount of total gross revenue relative to the total gross revenue of the other Offshore Group Members (excluding the Material Offshore Subsidiaries).

"Relevant Period" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Repayment Date" means a Facility A Repayment Date or a Facility B2 Repayment Date.

"Repayment Instalment" means each instalment for repayment of the Term Loans.

"Repeating Representations" means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing law and enforcement), Clause 20.10 (No misleading information), Clause 20.11 (Financial statements) and Clause 20.14 (Authorised signatories) to Clause 20.27 (Investment Companies).

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"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Resignation Letter" means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

"Restricted Assets" means:

(a)the New Jersey Property and the Equity Interests in PropCo;

(b)Intellectual Property rights from time to time in Zanubrutinib or Tislelizumab; and/or

(c)any Equity Interests in any person (other than any Equity Interests in the Company) directly owning or holding any of the assets falling under paragraphs (a) and/or (b) above,

provided that, notwithstanding the foregoing, Restricted Assets shall at all times and in all circumstances be construed subject to Clause 23.30 (Overarching provision).

"Restricted JV Assets" means:

(a)the New Jersey Property and the Equity Interests in PropCo;

(b)Intellectual Property rights from time to time in Zanubrutinib or Tislelizumab;

(c)title to the New Jersey Property, the PRC GZ Property and the PRC SZ Property; and/or

(d)any Equity Interests in any person (other than any Equity Interests in the Company) directly owning or holding any of the assets falling under paragraph (a), (b) and/or (c) above,

provided that, notwithstanding the foregoing, Restricted JV Assets shall at all times and in all circumstances be construed subject to Clause 23.30 (Overarching provision).

"Restricted Minority JV Assets" means:

(a)any Restricted JV Assets;

(b)title to any Offshore Real Property of any Group Member; and/or

(c)any Equity Interests in any person (other than any Equity Interests in the Company) directly owning or holding any of the assets falling under paragraph (a) and/or (b) above,

provided that, notwithstanding the foregoing, Restricted Minority JV Assets shall at all times and in all circumstances be construed subject to Clause 23.30 (Overarching provision).

"Restricted Minority JV Investments" means, in respect of any Relevant Period, the aggregate of:

(a)all amounts subscribed for Equity Interests in, lent to, or invested in all Minority JVs by any Group Member;

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(b)the amount of any contingent liabilities of any Group Member under any guarantee or indemnity given in respect of the liabilities of any Minority JV; and

(c)the higher of the book value or market value of any other assets (other than any Pipeline Assets) transferred by any Group Member to all Minority JVs,

during that Relevant Period, provided that notwithstanding paragraphs (a), (b) and (c) above, Restricted Minority JV Investments shall at all times and in all circumstances:

(i)exclude all amounts (in the form of any Pipeline Assets) (A) used to subscribe for Equity Interests in any Minority JV, (B) lent to any Minority JV or (C) invested in any Minority JV, in each case, by any Group Member (whether such subscription for Equity Interests, loan and/or investment of, or regarding, Pipeline Assets in any Minority JV is by way of contribution, sale, lease, licence, transfer, other disposal loan or otherwise by any Group Member);

(ii)exclude the amount of any contingent liabilities of any Group Member under any guarantee or indemnity given in respect of the liabilities of any Minority JV where such liabilities of any Minority JV (subject of such guarantee or indemnity) relate to Pipeline Assets invested in that Minority JV by any Group Member (whether such investment of Pipeline Assets in any Minority JV is by way of contribution, sale, lease, licence, transfer, other disposal, loan or otherwise by any Group Member);

(iii)exclude the value of any lease or licence in respect of Real Property in favour of, or otherwise made available for use by, any Minority JVs, if and only to the extent that the aggregate value of such lease or license during that Relevant Period does not exceed US$50,000,000 (or its equivalent in any other currency or currencies); and

(iv)include any Royalty Receivables and any Permitted Royalty Proceeds transferred by any Group Member to any Minority JVs.

"Restricted Transferee" means:

(a)any person or entity (other than a Group Member) principally engaged in a business that is in commercial competition with the Core Business;

(b)any person(s) or entity(ies) which the Company determines (acting reasonably) is:

(i)an Activist Shareholder;

(ii)connected with an Activist Shareholder; or

(iii)acting in concert with other persons or entities in an attempt to trigger a Change of Control,

provided that the Company shall provide a written statement to the Agent (with reasonable particulars) setting out the basis upon which the Company forms such a view in respect of such person(s) and/or entity(ies); or

(c)each Affiliate of any person or entity referred to in paragraph (a) or (b) above, which Affiliate is engaged in such business,

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provided that for the avoidance of doubt "Restricted Transferees" shall not include any person solely by virtue of that person (or an Affiliate of that person) providing banking, financial, merger and acquisition, investment, advisory, cash management, treasury and accounting services, and other services normally carried out by banks or financial institutions, including providing such services to enterprises falling within (a), (b) or (c) above.

"Rollover Loan" means one or more Facility B1 Loans:

(a)made or to be made on the same day that a maturing Facility B1 Loan is due to be repaid;

(b)the aggregate amount of which is equal to or less than the amount of the maturing Facility B1 Loan;

(c)in the same currency as the maturing Facility B1 Loan; and

(d)made or to be made to the Company for the purpose of refinancing that maturing Facility B1 Loan.

"Royalty Receivables" means:

(a)any receivables in the form of royalty payments to which any Group Member is entitled under any contractual arrangements binding on that Group Member pursuant to or in connection with any collaboration agreement, licence agreement and/or any other royalty payment agreement which is the subject of any Grandfathered Contract; and/or

(b)any receivables in the form of royalty payments to which any Group Member is entitled under any contractual arrangements binding on that Group Member, pursuant to which that Group Member (i) grants rights to use certain of its Intellectual Property and the royalty payments are contingent on the performance or usage of that Intellectual Property and/or (ii) is entitled to any royalty payments in consideration for any Group Member's financial support or development of a third party product.

"Royalty Receivables Sale" means a sale of Royalty Receivables by any Group Member (including, without limitation, whether before or after the date hereof, any sales of Royalty Receivables related to any collaboration agreement, licence agreement and/or any other royalty payment agreement which is the subject of any Grandfathered Contract) on a "true sale" basis, provided that:

(a)(subject to paragraph (b) below) such sale and/or the transactions related thereto may be classified as and/or deemed to be, from time to time, a debt or liability under Section 470-10-25-2 of the Accounting Standard Codification maintained by the Financial Accounting Standards Board; and

(b)(if such sale and/or the transactions related thereto are so classified as or deemed to be a debt or liability) neither paragraph (a) nor paragraph (c) as described under Section 470-10-25-2 of the Accounting Standard Codification may directly cause such classification and/or characterisation.

"Royalty Receivables Sale Consideration" means, in relation to a Royalty Receivables Sale by any Group Member, any cash or non-cash consideration received or receivable by that Group Member.

"Sanctioned Country" has the meaning given to that term in Clause 20.23 (Sanctions).

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"Sanctions" has the meaning given to that term in Clause 20.23 (Sanctions).

"Secured Obligations" has the meaning given to that term in the Intercreditor Agreement.

"Secured Party" means a Finance Party, a Receiver or any Delegate.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, including any "security interest" as defined in sections 12(1) or (2) of the PPSA.

"Security Agent's Spot Rate of Exchange" means:

(a)the Security Agent's spot rate of exchange; or

(b)(if the Security Agent does not have an available spot rate of exchange) any publicly available spot rate of exchange selected by the Security Agent (acting reasonably),

for the purchase of the relevant currency with US dollars in the Hong Kong foreign exchange market at or about 11 a.m. Hong Kong time on a particular day.

"Security Asset" means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Property" means

(a)the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in respect of the Secured Obligations to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security, together with all representations and warranties expressed to be given by a Transaction Obligor in favour of the Security Agent as trustee for the Secured Parties; and

(c)any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties.

"Selection Notice" means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 11 (Interest Periods) in relation to a Term Facility.

"Share Redemption" has the meaning given to that term in Clause 23.17 (Dividends and share redemption).

"Share Redemption Basket" means the aggregate of:

(a)US$350,000,000 (or its equivalent in any other currency);

(b)50 per cent. of the Cashflow received by the Group on a cumulative basis during each of the following periods:

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(i)the first three Financial Quarters of the financial year ending 31 December 2025, as certified by the chief financial officer of the Company in the certificate listed in paragraph 1(k) of Part I of Schedule 2 (Conditions Precedent) and delivered to the Agent under Clause 4.1 (Initial conditions precedent), based on the unaudited quarterly financial statements of the Group for each of such Financial Quarters;

(ii)the last Financial Quarter of the financial year ending 31 December 2025,as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's annual consolidated financial statements for that financial year delivered to the Agent under this Agreement, provided that Cashflow in respect of such Financial Quarter may be positive or negative and if it were negative, the amount of Cashflow under this paragraph (b) will be reduced by the corresponding amount prior to the calculation of the 50 per cent. of the relevant Cashflow; and

(iii)each subsequent financial year, as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's annual consolidated financial statements for that financial year delivered to the Agent under this Agreement, provided that, in this case of this paragraph (iii), if Cashflow in respect of a financial year is less than zero, Cashflow in respect of that financial year shall be deemed to be zero; and

(c)(if and to the extent not taken into account in paragraph (b) above):

(i)50 per cent. of the net proceeds (if any) received by the Group through the monetisation of Pipeline Assets on a cumulative basis, commencing with the first three Financial Quarters of the financial year ending 31 December 2025 and including each Financial Quarter thereafter; and

(ii)50 per cent. of any Permitted Royalty Proceeds received by any Group Member on a cumulative basis pursuant to (A) any Grandfathered Contract (whether received or entered into before or after the date of this Agreement) and/or (B) any other arrangement since the date of this Agreement,

in each case, as certified by the chief financial officer (as a duly authorised officer) or a director of the Company or any other authorised officer of the Company in a Compliance Certificate relating to the Group's then most recent quarterly or annual consolidated financial statements delivered to the Agent under this Agreement or in the certificate listed in paragraph 1(k) of Part I of Schedule 2 (Conditions Precedent) and delivered to the Agent under Clause 4.1 (Initial conditions precedent).

"Specified Time" means a day or time determined in accordance with Schedule 10 (Timetable).

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"Subsidiary" means, in relation to any company or corporation, a company or corporation:

(a)which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation (to the extent that company or corporation is consolidated in the consolidated financial statements of the first mentioned company or corporation); or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

"Swap Obligation" means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

"Swiss 10 Non-Bank Rule" means the rule that the aggregate number of Lenders under this Agreement which are not Swiss Qualifying Banks must not at any time exceed 10, all in accordance with the Swiss Guidelines.

"Swiss 20 Non-Bank Rule" means the rule that the aggregate number of creditors (other than Swiss Qualifying Banks) of any Swiss Obligor under all outstanding debts relevant for classification as debenture (Kassenobligation) (including under the Finance Documents) must not at any time exceed 20, all in accordance with the Swiss Guidelines.

"Swiss GAAP FER" means the Swiss Generally Accepted Accounting Principles for Accounting and Reporting Recommendations issued by the Foundation for Accounting and Reporting Recommendations.

"Swiss Guidelines" means:

(a)circular (Kreisschreiben) no. 15 of October 3, 2017 (1-015-DVS-2017-d) in relation to bonds and derivative financial instruments subject to direct federal taxes, withholding taxes and stamp taxes (Obligationen und derivative Finanz-instrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben);

(b)circular (Kreisschreiben) no. 34 of July 26, 2011 (1-034-V-2011-d) in relation to customer credit balances (Kundenguthaben);

(c)circular (Kreisschreiben) no. 46 of July 24, 2019 (1-046-VS-2019-d) in relation to the tax treatment of syndicated loans, promissory note loans, bills of exchange and sub-participations (Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unter-beteiligungen);

(d)circular (Kreisschreiben) no. 47 of July 25, 2019 (1-047-V-2019-d) in relation to bonds (Obligationen);

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(e)guideline (Merkblatt) S-02.123 of September 22, 1986 in relation to withholding tax on interest payments on credit balances whose creditors are banks (intrabank loans) (Verrechnungs-steuer auf Zinsen von Bank-guthaben, deren Gläubiger Banken sind – Interbankguthaben);

(f)guideline (Merkblatt) S-02.130.1 of April, 1999 in relation to money market instruments and book claims (Geldmarktpapiere und Buchforderungen inländischer Schuldner);

(g)Guideline S-02.122.1 of April 1999 in relation to bonds (Merkblatt "Obligationen" vom April 1999);

(h)Guideline S-02.128 of January 2000 in relation to syndicated credit facilities (Merkblat "Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen" vom Januar 2000); and

(i)communication (Mitteilung) 010-DVS-2019-d of February 5, 2019 in relation to the withholding tax on intragroup credit balances (Verrechnungssteuer: Gut-haben im Konzern),

(j)in each case, as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted, superseded or overruled by any law, statute, ordinance, circular, guideline, court decision, regulation or the like as in force from time to time.

"Swiss Non-Bank Rules" means, collectively, the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.

"Swiss Obligor" means an Obligor incorporated, established or registered under the laws of Switzerland or otherwise considered to be tax resident in Switzerland for Swiss Withholding Tax purposes.

"Swiss Qualifying Bank" means:

(a)any bank as defined in the Swiss Federal Act on Banks and Savings Banks (Bundesgesetz über die Banken und Sparkassen) of November 8, 1934, as amended from time to time; or

(b)any person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all in accordance with the Swiss Guidelines.

"Swiss Withholding Tax" means any Taxes levied pursuant to the Swiss Federal Act on Withholding Tax (Bundesgesetz über die Verrechnungssteuer) of 13 October 1965, as amended from time to time.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Deduction" has the meaning given to that term in Clause 14.1 (Tax definitions).

"Term Facility" means Facility A or Facility B2.

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"Term Loan" means a Facility A Loan or a Facility B2 Loan.

"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

"Test Date" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Third Parties Legislation" means the Contracts (Rights of Third Parties) Act 1999.

"Tislelizumab" means the anti-PD-1 monoclonal antibody, commercialised in some markets as TEVIMBRA®.

"Total Commitments" means at any time the aggregate of the Total Facility A Commitments, the Total Facility B1 Commitments and the Total Facility B2 Commitments (being the equivalent of US$1,000,000,000) as at the date of this Agreement).

"Total Facility A Commitments" means the aggregate of the Facility A Commitments (being RMB2,150,000,000 as at the date of this Agreement).

"Total Facility B1 Commitments" means the aggregate of the Facility B1 Commitments (being US$140,000,000 at the date of this Agreement).

"Total Facility B2 Commitments" means the aggregate of the Facility B2 Commitments (being US$560,000,000 at the date of this Agreement).

"Transaction Obligors" means:

(a)the Company;

(b)each Guarantor; and

(c)(if not already falling within paragraph (a) or (b) above) each Group Member or any direct or indirect shareholder of the Company (or any Affiliate of any direct or indirect shareholder of the Company) that is a party to a Finance Document, for so long as such person is a party to that Finance Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Transaction Security Documents.

"Transaction Security Document" means:

(a)each of the documents listed as being a Transaction Security Document in paragraph 4(b) of Part I of Schedule 2 (Conditions Precedent);

(b)any other document evidencing or creating or expressed to evidence or create Security over any asset to secure any obligation of any Transaction Obligor to a Secured Party under the Finance Documents; or

(c)any other document designated as such by the Security Agent and the Company.

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"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

"Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

"Unfunded Pension Liability" means the excess of an Employee Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that plan's assets, determined in accordance with the assumptions used for funding the Employee Plan pursuant to Section 412 of the Code for the applicable plan year.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" and "United States" means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

"US Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. 101 et seq., entitled "Bankruptcy".

"US Debtor Relief Laws" means the US Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganisation, judicial management or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally.

"US GAAP" means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

"US Government Securities Business Day" means any day other than:

(a)a Saturday or a Sunday; and

(b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

"US Person" means any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States.

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"US Tax Obligor" means:

(a)the Company, if it is resident for tax purposes in the US; or

(b)a Transaction Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

"Utilisation" means a utilisation of a Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

"Zanubrutinib" means the Bruton's tyrosine kinase inhibitor commercialised as BRUKINSA®.

1.2Construction

(a)Unless a contrary indication appears, any reference in this Agreement to:

(i)any "Administrative Party", the "Agent", the "OMLAB", any "MLAB", any "MLA", any "Lead Arranger", the "Arranger", any "Finance Party", any "Lender", any "Transaction Obligor", any "Party", any "Secured Party", the "Security Agent" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii)a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent;

(iii)"assets" includes present and future properties, revenues and rights of every description;

(iv)a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)a "group of Lenders" or a "group of Finance Parties" includes all the Lenders or, as the case may be, all the Finance Parties;

(vi)"including" shall be construed as "including without limitation" (and cognate expressions shall be construed similarly);

(vii)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

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(viii)a Lender's "participation" in a Loan or Unpaid Sum includes an amount (in the currency of such Loan or Unpaid Sum) representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of such Loan or Unpaid Sum and the Lender's rights under this Agreement in respect thereof;

(ix)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(x)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xi)a Lender's "cost of funds" in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan and to the Agent's "cost of funds" is a reference to the average cost (determined either on an actual or notional basis) which the Agent would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount referred to in paragraph (b) of Clause 29.4 (Clawback and pre-funding);

(xii)a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate;

(xiii)a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(xiv)a time of day is a reference to Hong Kong time.

(b)The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)Section, Clause and Schedule headings are for ease of reference only.

(d)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)A Default (including an Event of Default) is "continuing" if it has not been remedied or waived.

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(f)Where this Agreement specifies an amount in a given currency (the "specified currency") "or its equivalent", the "equivalent" is a reference to the amount of any other currency which, when converted into the specified currency utilising the Agent's spot rate of exchange (or, if the Agent does not have an available spot rate of exchange, any publicly available spot rate of exchange selected by the Agent (acting reasonably)) for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

(g)For all purposes of the Finance Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws):

(i)if any asset, right, obligation or liability of any person becomes the asset, right, obligation or liability of a different person, then it shall be deemed to have been transferred from the original person to the subsequent person; and

(ii)if any new person comes into existence, such new person shall be deemed to have been organized on the first date of its existence by the holders of its shares at such time.

(h)Any reference to "PRC" in this Agreement does not include the following jurisdictions of the People's Republic of China: the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan region.

1.3Currency symbols and definitions

(a)"US$" and "US dollars" denote the lawful currency of the US.

(b)"RMB" and "Renminbi" denote the lawful currency of the PRC.

1.4Third party rights

(a)Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Legislation to enforce or to enjoy the benefit of any term of this Agreement.

(b)Subject to Clause 35.4 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)Any Receiver, Delegate or any person described in Clause 27.10 (Exclusion of liability), may, subject to this Clause 1.4 and the Third Parties Legislation, rely on any Clause of this Agreement which expressly confers rights on it.

1.5Swiss terms

In this Agreement and the other Finance Documents, where it relates to any Swiss Obligor and/or the context so requires, unless a contrary indication appears, a reference to:

(a)"constitutional documents" means an up-to-date certified extract from the commercial register (Handelsregister) and an up-to-date and certified copy of the articles of association (Statuten);

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(b)a "liquidator", "trustee", "administrative receiver", "receiver" or "administrator" or similar officer includes any of (i) "Sachwalter" appointed in accordance with the Swiss Code of Obligations (Schweizerisches Obligationenrecht) of 30 March 1911 ("CO"), (ii) "Liquidator" appointed in accordance with the provisions of the CO, and (iii) "Konkursamt" or "Konkursverwaltung", any "Liquidator" or "Sachwalter" or any of their officials or employees or other officers appointed in accordance with the Swiss Debt Collection and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs) of 11 April 1889 ("DEBA");

(c)a "winding-up", "administration", "liquidation", "insolvency" or "dissolution" includes bankruptcy (Konkurs / Konkurseröffnung), liquidation (Liquidation), composition with creditors (Nachlassvertrag) or moratorium ((Gesuch um) provisorische or definitive Nachlassstundung/Stundung/Notstundung);

(d)a person being (or being presumed or deemed to be) "unable to pay its debts" includes that person being in a state of inability to make payments (zahlungsunfähig) (but excludes, for the avoidance of doubt, the state of threatened inability to pay its debts (drohende Zahlungsunfähigkeit) within the meaning of article 725 CO) and "overindebted" includes that person being overindebted (überschuldet) within the meaning of article 725b CO if the relevant board of directors is obliged to notify the competent bankruptcy court; and

(e)a "director" includes, in relation to a company limited by shares (Aktiengesellschaft), a member of the board of directors (Verwaltungsrat) and, in relation to a limited liability company (Gesellschaft mit beschränkter Haftung), a managing director (Geschäftsführer).

1.6Australian Banking Code of Practice

The Parties agree that the Australian Banking Code of Practice does not apply to the Finance Documents and the transactions under them.

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SECTION 2 THE FACILITIES

2.THE FACILITIES

2.1The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Company:

(a)a Renminbi term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)a US dollar revolving loan facility in an aggregate amount equal to the Total Facility B1 Commitments; and

(c)a US dollar term loan facility in an aggregate amount equal to the Total Facility B2 Commitments.

2.2Accordion Option

(a)At any time no later than the earlier of (i) the date falling 60 days after the date of this Agreement and (ii) the first Utilisation Date, the Company (following consultation with the Global Coordinator) may request that the Commitments relating to Facility B1 and Facility B2 be increased (and the Commitments relating to Facility B1 and Facility B2 shall be so increased) as described in, and in accordance with, this Clause 2.2.

(b)The increase in the Commitments referred to in paragraph (a) above is subject to the following conditions:

(i)the increased Commitments will be assumed by one or more other banks or financial institutions (each an "Accordion Lender") selected by the Company (each of which shall not be a Group Member) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(ii)the Agent shall receive the Accordion Increase Confirmation (executed by the Company and each proposed Accordion Lender) no later than 10 Business Days before the Accordion Increase Date;

(iii)the aggregate of the Total Facility B1 Commitments and the Total Facility B2 Commitments, after any increase in the Commitments of Facility B1 and Facility B2, will not exceed US$700,000,000;

(iv)the ratio of the Total Facility B1 Commitments to the Total Facility B2 Commitments, after any increase in the Commitments of Facility B1 and Facility B2, shall be and remain as 1:4;

(v)the Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the additional Commitments by each Accordion Lender;

(vi)the Accordion Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement;

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(vii)the Agent has executed a duly completed Accordion Increase Confirmation from the Company and each Accordion Lender, provided that the Agent shall only be obliged to execute an Accordion Increase Confirmation once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by each Accordion Lender specified in that Accordion Increase Confirmation;

(viii)the Agent (acting on the instructions of the Majority Lenders) has received evidence in form and substance satisfactory to it that the Company has obtained a copy of the NDRC Registration Certificate which authorises its borrowing of Loans up to the Total Commitments (taking into account the effect of the increase in Commitments as contemplated by the Accordion Increase Confirmation); and

(ix)the Accordion Increase Date occurs on or before the earlier of:

(A)the first Utilisation Date; and

(B)the date falling 60 days from the date of this Agreement,

(or such later date as may be agreed to by the Agent (acing on the instructions of the Majority Lenders), the "Accordion Longstop Date").

(c)The increase in the Commitments relating to Facility B1 and Facility B2 and the assumption of the additional Commitments by the Accordion Lenders will take effect on the later of (i) the date specified by the Company in the Accordion Increase Confirmation and (ii) the date on which all of the conditions described in paragraph (b) above are satisfied (the "Accordion Increase Date").

(d)On and from the Accordion Increase Date:

(i)the Commitments relating to each of Facility B1 and Facility B2 will be increased by the Accordion Increase Amount applicable to that Facility; and

(ii)each Accordion Lender will assume all the obligations of a Lender in respect of the additional Commitments specified in the Accordion Increase Confirmation of that Accordion Lender;

(iii)each of the Obligors and each Accordion Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender;

(iv)each Accordion Lender shall become a Party as a "Lender" and any such Accordion Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender; and

(v)the Commitments of the other Lenders shall continue in full force and effect.

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(e)Each Accordion Lender, by executing the Accordion Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(f)The Company shall:

(i)pay to each Accordion Lender (for its own account) a fee in the amount and at the times agreed between the Company and that Accordion Lender in a Fee Letter; and

(ii)pay to the Agent (for its own account) an accordion fee in the amount and at the times agreed in a Fee Letter.

(g)Neither the Agent nor any Lender shall have any obligation to find an Accordion Lender and in no event shall any Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(h)Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Accordion Lender as if references in that Clause to:

(i)an "Existing Lender" were references to all Lenders immediately prior to the relevant increase;

(ii)the "New Lender" were references to that "Accordion Lender"; and

(iii)a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".

2.3Finance Parties' rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

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2.4Obligors' Agent

(a)Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents, with express authority to represent various parties in the same matter (Doppel-/Mehrfachvertretung) and with express release from the restrictions regarding self-dealing (Selbstkontrahieren) and/or similar restrictions under any applicable law, and irrevocably authorises:

(i)the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect that Obligor, without further reference to or the consent of that Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

3.PURPOSE

3.1Purpose

(a)Subject to paragraph (b) below, the Company shall apply:

(i)all amounts borrowed by it under Facility A for general corporate purposes, including:

(A)financing the general working capital requirements of the Group;

(B)refinancing the Existing Offshore Financial Indebtedness of the Group; and

(C)the payment of any fees and expenses in relation to the Facilities; and

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(ii)all amounts borrowed by it under Facility B1 and Facility B2 for general corporate purposes, including:

(A)financing the general working capital requirements of the Group;

(B)refinancing the Existing Offshore Financial Indebtedness of the Group;

(C)the payment of any fees and expenses in relation to the Facilities; and

(D)(if and to the extent not prohibited by applicable laws and regulations) reimbursing any payment made by any Group Member for the purposes of paragraphs (A), (B) and/or (C) above.

(b)The Company may only apply amounts borrowed under Facility A towards funding any activities outside of the PRC in connection with the Company's day-to-day business, provided that the Company shall not apply amounts borrowed under Facility A towards:

(i)refinancing or repaying a loan facility or other debt under any NBWD Arrangement, securities investment, making payment without underlying trade transaction or other forms of arbitrage transactions for speculation purpose, or repatriating any amount into the PRC by way of lending or equity investment or other methods which, in each case, is expressly prohibited by PBOC Notice 27; and

(ii)any purposes which are prohibited by the Measures for the Administration of Working Capital Loans (including, without limitation, paying dividends to shareholders, financial assets investment, fixed assets or equity investment, using for fields or purposes where production or business operation has been prohibited by any Governmental Agency of the PRC).

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement (including, without limitation, whether or not (and if so, the extent to which) the Company complies with Clause 3.1 (Purpose)).

4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

(a)The Company may not deliver a Utilisation Request unless the Agent has received:

(i)all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent); and

(ii)(if that Utilisation Request relates to a Utilisation of Facility B1 and/or Facility B2 only) a copy of the NDRC Registration Certificate,

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in each case, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:

(a)on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(ii)the Repeating Representations to be made by each Transaction Obligor are true in all material respects; and

(b)(in relation to a proposed Utilisation of Facility A only):

(i)each Relevant Facility A Lender has informed the Agent of its acceptance of the Facility A Utilisation Documents in relation to the proposed Facility A Utilisation (or is otherwise deemed to have accepted the same) pursuant to paragraph (c) of Clause 5.2 (Completion of a Utilisation Request); and

(ii)on the proposed Utilisation Date, none of the events or circumstances expressly described in Article 33 of the Measures for the Administration of Working Capital Loans has occurred and is subsisting,

(c)provided that the Agent shall not be bound to monitor or verify the satisfaction of any condition precedent under this Clause 4.2.

4.3Maximum number of Loans

(a)The Company may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than 10 Loans would be outstanding.

(b)The Company may not request that a Term Loan be divided if, as a result of the proposed division:

(i)more than two Term Loans would be outstanding under a particular Facility; or

(ii)the requirement under paragraph (a) above will not be complied with.

(c)The Company may not request that a Facility B1 Loan be divided.

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SECTION 3 UTILISATION

5.UTILISATION

5.1Delivery of a Utilisation Request

The Company may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2Completion of a Utilisation Request

(a)Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Facility to be utilised;

(ii)the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv)the proposed first Interest Period complies with Clause 11 (Interest Periods); and

(v)(if the proposed Utilisation is a proposed Facility A Loan) it complies with all the requirements set out in paragraph (b) below.

(b)Each Utilisation Request in respect of a proposed Facility A Loan (which shall be disbursed by way of Consigned Disbursement) shall not be regarded as having been duly completed unless:

(i)it specifies that the proceeds of the proposed Facility A Loan are to be credited to the Loan Disbursement Account;

(ii)it contains wiring and transfer instructions to the Agent to apply the proceeds of the proposed Facility A Loan from the Loan Disbursement Account to the relevant transactional counterparty(ies) by way of Consigned Disbursement, provided that such instructions shall contain the relevant payee's information and shall specify the amount and currency of the relevant payment; and

(iii)it is accompanied by copies of the relevant business contracts or other relevant supporting evidence.

(c)In relation to each Utilisation Request in relation to a proposed Facility A Loan (together with all supporting documents required to accompany such Utilisation Request under paragraph (b) of Clause 5.2 (Completion of a Utilisation Request), collectively, the "Facility A Utilisation Documents")):

(i)the Agent shall, as soon as reasonably practicable after its receipt thereof, deliver copies of the Facility A Utilisation Documents to each of the Lenders which will have a participation in the proposed Facility A Loan (the "Relevant Facility A Lenders"); and

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(ii)each Relevant Facility A Lender shall, within two Business Days following its receipt thereof from the Agent, inform the Agent if it accepts those Facility A Utilisation Documents in relation to the proposed Facility A Loan are in form and substance satisfactory to it,

provided that each Lender irrevocably agrees and acknowledges that:

(A)any Relevant Facility A Lender which does not inform the Agent of its acceptance of (or objection to) the Facility A Utilisation Documents in relation to a proposed Facility A Loan by the time specified in paragraph (ii) above shall be deemed to have accepted such Facility A Utilisation Documents; and

(B)each Relevant Facility A Lender which accepts (or is deemed to have accepted) the Facility A Utilisation Documents in relation to a proposed Facility A Loan shall be deemed to:

(1)have approved the wiring and transfer instructions given by the Company to the Agent under the Utilisation Request for that proposed Facility A Loan; and

(2)have irrevocably authorised the Agent to act on such wiring and transfer instructions.

(d)Only one Loan may be requested in each Utilisation Request.

5.3Currency and amount

(a)The currency specified in a Utilisation Request must be:

(i)(in relation to a Utilisation of Facility A), Renminbi; or

(ii)(in relation to a Utilisation of Facility B1 or Facility B2), US dollars.

(b)The amount of the proposed Loan must be:

(i)(in the case of a proposed Facility A Loan) a minimum of RMB10,000,000 and an integral multiple of RMB1,000,000; or

(ii)(in the case of a proposed Facility B1 Loan or a proposed Facility B2 Loan) a minimum of US$10,000,000 and an integral multiple of US$1,000,000,

or, in each case, (if less) the applicable Available Facility.

5.4Lenders' participation

(a)If the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) have been met, and subject to Clause 7.3 (Repayment of Facility B1 Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)The amount of each Lender's participation in each Loan under a Facility will be equal to the proportion borne by its Available Commitment under that Facility to the Available Facility in respect of that Facility immediately prior to making that Loan.

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(c)The Agent shall notify each Lender of the amount and the currency of each Loan, the amount of its participation in that Loan and, in the case of a Facility B1 Loan and if different, the amount of that participation to be made available in accordance with Clause 29.1 (Payments to the Agent), in each case by the Specified Time.

5.5Limitations on Utilisations

Facility B1 shall not be utilised unless each of Facility A and Facility B2 has been utilised.

5.6Cancellation of Available Facility

(a)The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period for Facility A.

(b)The Facility B1 Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period for Facility B1.

(c)The Facility B2 Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period for Facility B2.

5.7Facility A Loans

(a)The Company shall ensure that the proceeds of a Facility A Loan shall be applied by way of Consigned Disbursement so that upon the proceeds thereof being credited to the Loan Disbursement Account by the Agent, the Agent shall be authorised to promptly thereafter remit an amount equal to the proceeds of that Facility A Loan from the Loan Disbursement Account to the account of the payee(s) in accordance with the wiring and transfer instructions set out in the Utilisation Request of that Facility A Loan.

(b)Notwithstanding anything to the contrary in this Agreement:

(i)If any payment that has been made through a Consigned Disbursement from the Loan Disbursement Account is not successfully made to the account of the intended payee(s) owing to the existence of any incomplete or incorrect specification of the wiring and transfer instructions given by the Company or any other technical reason and is being returned to the Loan Disbursement Account, the Agent shall have the right to hold the returned amount in the Loan Disbursement Account, until complete and correct wiring and transfer instructions are provided by the Company to the Agent or such technical reason has been resolved.

(ii)No Finance Party shall be held responsible or liable for the payment of (A) any and all sums due under any underlying contracts by virtue of the fact that such sums are funded by the proceeds of the Facility A Loans (or part thereof) by way of Consigned Disbursement or (B) any costs incurred by any Obligor or any Group Member arising from any returned payment as described in paragraph (b)(i) above, unless caused by its gross negligence or wilful misconduct.

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(iii)All proceeds of each Facility A Loan shall directly be paid into the Loan Disbursement Account only, as opposed to any other account of the Company opened with any Finance Party or any other financial institutions.

(c)If any event or circumstance described in Article 33 of the Measures for the Administration of Working Capital Loans occurs and is subsisting as at the proposed Utilisation Date in respect of a proposed Facility A Loan, without prejudice to paragraph (b) of Clause 4.2 (Further conditions precedent), the Agent may, and shall if so directed by all Lenders under Facility A, amend the mechanics of Consigned Disbursement with respect to Facility A Loans and/or refuse the withdrawal of any amounts from the Loan Disbursement Account.

5.8Loan Disbursement Account – miscellaneous

(a)The Loan Disbursement Account shall not be used for any other purposes other than as expressly contemplated by this Agreement.

(b)The Loan Disbursement Account shall be governed by the Agent's standard terms and conditions for cash accounts (the "Cash Terms") as notified to the Company from time to time and shall be interpreted accordingly. The Cash Terms shall apply to the Loan Disbursement Account as relevant and do not otherwise apply to the Agent's rights and obligations provided under this Agreement. In the event of any conflict between the terms of this Agreement and the Cash Terms in relation to the Agent's rights and obligations, this Agreement shall prevail.

(c)The Loan Disbursement Account may not be overdrawn.

6.INTENTIONALLY LEFT BLANK

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SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION

7.REPAYMENT

7.1[Reserved]

7.2Repayment of Facility A Loans

(a)The Company shall repay the aggregate Facility A Loans in instalments by repaying on each Facility A Repayment Date an amount which reduces the amount of the aggregate outstanding Facility A Loans by an amount equal to the relevant percentage of all the Facility A Loans borrowed by the Company as at the close of business in Hong Kong on the last day of the Availability Period in relation to Facility A as set out in the table below:

Facility A Repayment Date	Repayment Instalment
The first Facility A Repayment Date	4 per cent.
The second Facility A Repayment Date	4 per cent.
The third Facility A Repayment Date	4 per cent.
The fourth Facility A Repayment Date	4 per cent.
The Facility A Final Repayment Date	84 per cent.

(b)The Company may not reborrow any part of Facility A which is repaid.

7.3Repayment of Facility B1 Loans

(a)The Company shall repay each Facility B1 Loan on the last day of its Interest Period.

(b)Without prejudice to the Company's obligation under paragraph (a) above, if:

(i)one or more Facility B1 Loans are to be made available to the Company:

(A)on the same day that a maturing Facility B1 Loan is due to be repaid by the Company; and

(B)in whole or in part for the purpose of refinancing the maturing Facility B1 Loan; and

(ii)the proportion borne by each Lender's participation in the maturing Facility B1 Loan to the amount of that maturing Facility B1 Loan is the same as the proportion borne by that Lender's participation in the new Facility B1 Loans to the aggregate amount of those new Facility B1 Loans,

the aggregate amount of the new Facility B1 Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Facility B1 Loan so that:

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(A)if the amount of the maturing Facility B1 Loan exceeds the aggregate amount of the new Facility B1 Loans:

(1)the Company will only be required to make a payment under Clause 29.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2)each Lender's participation in the new Facility B1 Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender's participation in the maturing Facility B1 Loan and that Lender will not be required to make a payment under Clause 29.1 (Payments to the Agent) in respect of its participation in the new Facility B1 Loans; and

(B)if the amount of the maturing Facility B1 Loan is equal to or less than the aggregate amount of the new Facility B1 Loans:

(1)the Company will not be required to make a payment under Clause 29.1 (Payments to the Agent); and

(2)each Lender will be required to make a payment under Clause 29.1 (Payments to the Agent) in respect of its participation in the new Facility B1 Loans only to the extent that its participation in the new Facility B1 Loans exceeds that Lender's participation in the maturing Facility B1 Loan and the remainder of that Lender's participation in the new Facility B1 Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender's participation in the maturing Facility B1 Loan.

(c)At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Facility B1 Loans then outstanding will be automatically extended to the last day of the Availability Period applicable to Facility B1 and will be treated as separate Facility B1 Loans (the "Separate Loans") denominated in the currency in which the relevant participations are outstanding.

(d)If the Company makes a prepayment of a Facility B1 Loan pursuant to Clause 9.5 (Voluntary prepayment of Facility B1 Loans), the Company may prepay that Loan by giving not less than five Business Days' prior notice to the Agent. The proportion borne by the amount of the prepayment of the Separate Loan to the amount of the Separate Loans shall not exceed the proportion borne by the amount of the prepayment of the Facility B1 Loan to the Facility B1 Loans. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e)Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Company by the time and date specified by the Agent (acting reasonably) and will be payable by the Company to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

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(f)The terms of this Agreement relating to Facility B1 Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

7.4Repayment of Facility B2 Loans

(a)The Company shall repay the aggregate Facility B2 Loans in instalments by repaying on each Facility B2 Repayment Date an amount which reduces the amount of the aggregate outstanding Facility B2 Loans by an amount equal to the relevant percentage of all the Facility B2 Loans borrowed by the Company as at the close of business in Hong Kong on the last day of the Availability Period in relation to Facility B2 as set out in the table below:

Facility B2 Repayment Date	Repayment Instalment
The first Facility B2 Repayment Date	10 per cent.
The second Facility B2 Repayment Date	10 per cent.
The Facility B Final Repayment Date	80 per cent.

(b)The Company may not reborrow any part of Facility B2 which is repaid.

8.EXTENSION OF FACILITY B FINAL REPAYMENT DATE

8.1Extension Request

(a)The Company may, by giving a notice in writing (signed by an authorised signatory of the Company) to the Agent by no later than the date falling 60 days before the Original Facility B Final Repayment Date (or such later date as may be agreed to by the Agent (acting on the instructions of all Lenders whose Facility B1 Commitment or Facility B2 Commitment is greater than zero), request that the Facility B Final Repayment Date be extended from the Original Facility B Final Repayment Date to the Extended Facility B Final Repayment Date (such request in writing, an "Extension Request"). No Extension Request may be made under this paragraph (a) if a Default is then continuing.

(b)The Agent shall promptly notify all Facility B Lenders of any Extension Request received by it pursuant to paragraph (a) above.

(c)No more than one Extension Request may be submitted under paragraph (a) above.

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8.2Lenders' discretion

(a)Each Facility B Lender shall, no later than the date falling 10 Business Days before the Original Facility B Final Repayment Date (the "Decision Deadline"), notify the Agent of its decision (which shall be in that Facility B Lender's sole discretion) as to whether or not it agrees to the proposed extension of the Facility B Final Repayment Date with respect to its Facility B1 Commitment and Facility B2 Commitment (or parts thereof and if in parts, on a pro rata basis as between its Facility B1 Commitment and its Facility B2 Commitment). Any Facility B Lender which fails to notify the Agent of its decision by the Decision Deadline shall be deemed to have refused the Extension Request in respect of all of its Facility B1 Commitment and Facility B2 Commitment.

(b)The Agent shall, as soon as reasonably practicable after the Decision Deadline, notify the Lenders and the Company:

(i)whether or not any Facility B Lender has agreed to the Extension Request; and

(ii)(if applicable) of the amount of the aggregate Extended Facility B1 Commitments and the amount of the aggregate Extended Facility B2 Commitments.

(c)For the purpose of this Agreement:

(i)"Extended Facility B1 Commitment" of a Lender means such part of its Facility B1 Commitment in respect of which it has agreed to the Extension Request;

(ii)"Extended Facility B2 Commitment" of a Lender means such part of its Facility B2 Commitment in respect of which it has agreed to the Extension Request;

(iii)"Non-Extended Facility B1 Commitment" of a Lender means such part of its Facility B1 Commitment in respect of which it has refused (or is deemed to have refused) the Extension Request; and

(iv)"Non-Extended Facility B2 Commitment" of a Lender means such part of its Facility B2 Commitment in respect of which it has refused (or is deemed to have refused) the Extension Request.

8.3Extension

If one or more than one Facility B Lender agrees to the Extension Request, the Facility B Final Repayment Date in respect of the Extended Facility B1 Commitment and the Extended Facility B2 Commitment of each Facility B Lender shall be extended from the Original Facility B Final Repayment Date to the Extended Facility B Final Repayment Date (the "Extension"), provided that the following conditions are satisfied on the Original Facility B Final Repayment Date:

(a)no Default is continuing; and

(b)the Agent is satisfied that the Company's payment obligation under Clause 13.5 (Extension fee) has been or will be fully complied with on the Original Facility B Final Repayment Date.

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8.4Non-Extended Facility B1 Commitment

If the Extension occurs, on the Original Facility B Final Repayment Date:

(a)the Company shall repay each Facility B Lender's participation in all outstanding Facility B1 Loans in an aggregate amount equal to the lower of (A) that Facility B Lender's Non-Extended Facility B1 Commitment and (B) the aggregate of that Facility B Lender's participations in all outstanding Facility B1 Loans, on a pro rata basis as between all outstanding Facility B1 Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents in relation to such participation of that Facility B Lender subject of the repayment under this paragraph (a); and

(b)(following such repayment) each Facility B Lender's Facility B1 Commitment in such an amount equal to that Lender's Non-Extended Facility B1 Commitment shall be automatically cancelled.

8.5Non-Extended Facility B2 Commitment

If the Extension occurs, on the Original Facility B Final Repayment Date:

(a)the Company shall repay each Facility B Lender's participation in all outstanding Facility B2 Loans in an aggregate amount equal to that Facility B Lender's Non-Extended Facility B2 Commitment on a pro rata basis as between all outstanding Facility B2 Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents in relation to such participation of that Lender subject of the repayment under this paragraph (a); and

(b)(following such repayment) each Facility B Lender's Facility B2 Commitment in such an amount equal to that Facility B Lender's Non-Extended Facility B2 Commitment shall be automatically cancelled.

9.PREPAYMENT AND CANCELLATION

9.1Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it is or will become unlawful for any Affiliate of a Lender for that Lender to do so:

(a)that Lender shall promptly notify the Agent upon becoming aware of that event;

(b)upon the Agent notifying the Company, the Available Commitments of that Lender will be immediately cancelled; and

(c)to the extent that the Lender's participation has not been transferred pursuant to paragraph (d) of Clause 9.6 (Right of prepayment and cancellation in relation to a single Lender) or Clause 35.7 (Replacement of Non-Consenting Lender), the Company shall repay that Lender's participation in the Loans made to it on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

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9.2Change of Control

Upon the occurrence of a Change of Control:

(a)the Company shall promptly notify the Agent upon becoming aware of that Change of Control;

(b)a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(c)(irrespective of whether or not the Company complies with its obligation under paragraph (a) above) following the occurrence of a Change of Control, if a Lender so requires, the Agent shall, by not less than 10 Business Days' notice to the Company, cancel the Available Commitments of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents in relation to that Lender's participation immediately due and payable, whereupon each such Available Commitment will be immediately cancelled and any Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts under the Finance Documents shall become immediately due and payable.

9.3Disposal and Insurance Proceeds

(a)For the purposes of this Agreement:

"Disposal" means a sale, lease, exclusive licence, transfer or other disposal by a Group Member of any asset, undertaking or business (including, for the avoidance of doubt, shares in any Group Member) (whether by a voluntary or involuntary single transaction or series of transactions).

"Disposal Proceeds" means the consideration receivable by any Group Member (including any amount receivable in repayment of intercompany debt) for any Disposal made by any Group Member except for Excluded Disposal Proceeds and after deducting:

(i)any reasonable expenses in connection with that Disposal which are incurred by any Group Member to persons who are not Group Members; and

(ii)any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance).

"Excluded Disposal Proceeds" means the proceeds of any Disposal:

(i)    which is made in favour of another Group Member;

(ii)    which is carried out in the ordinary course of operations of the relevant Group Member (including, but not limited to, inventory selling, factoring, monetisation, licencing, selling or other transfer of Pipeline Assets, the grant of licences and/or disposal of obsolete assets);

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(iii)    which is carried out pursuant to any Permitted Royalty Receivables Sale (including, for the avoidance of doubt, any Permitted Royalty Proceeds); and/or

(iv)    which is carried out pursuant to any sale of royalties or royalty receivables in respect of Pipeline Assets.

"Excluded Insurance Proceeds" means any proceeds of an insurance claim which the Company notifies the Agent are, or are to be, applied:

(i)    to meet a third party claim (the subject of the relevant insurance claim);

(ii)    to cover operating losses in respect of which the relevant insurance claim was made; or

(iii)    in the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made,

in each case as soon as possible (but in any event within 30 days, or such longer period as the Majority Lenders may agree) after receipt.

"Insurance Proceeds" means the proceeds of any insurance claim under any insurance maintained by any Group Member except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by any Group Member to persons who are not Group Members.

(b)Subject to paragraph (e) below, the Company shall, by no later than the date falling 10 Business Days of its receipt of Disposal Proceeds or Insurance Proceeds (or such later date as may be agreed to by the Agent (acting on the instructions of the Majority Lenders)), prepay Loans and cancel Available Commitments, in amounts equal to the following amounts and in the order of application contemplated by paragraphs (c) and (d) below:

(i)the amount equal to 50 per cent. of the Disposal Proceeds in respect of each Disposal; and

(ii)the amount equal to 100 per cent. of the Insurance Proceeds.

(c)A prepayment of Loans or cancellation of Available Commitments made under paragraph (b) above shall be applied in the following order:

(i)first, in prepayment of Term Loans as contemplated in paragraph (d) below;

(ii)secondly, in cancellation of Available Commitments under Facility B1 (and the Available Commitments of the Lenders under Facility B1 will be cancelled rateably); and

(iii)thirdly, in prepayment of the outstanding Facility B1 Loans on a pro rata basis and cancellation of the corresponding Facility B1 Commitments.

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(d)A prepayment under paragraph (b) above shall prepay the Term Loans as follows:

(i)in amounts which reduce the Facility A Loans and the Facility B2 Loans by the same proportion; and

(ii)in reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in inverse chronological order.

(e)No prepayment of an amount under paragraph (b) above shall be required where each of the following conditions is satisfied:

(i)no Default is continuing as at the time upon the Company's receipt of such amount;

(ii)within 15 Business Days of receipt of such amount, the Company has notified the Agent that it intends to reinvest such amount in the business of the Group (including, without limitation, to acquire assets useful in the business of the Group, for research and development or for commercialisation of any product) within 12 months of receipt of such amount (a "Reinvestment Period");

(iii)within 30 Business Days of receipt of such amount, the Company has delivered to the Agent a reinvestment plan (a "Reinvestment Plan"), in reasonable detail, for reinvestment of such amount into the business of the Group (including the purchase of assets to be used in the business of the Group) within the Reinvestment Period, provided that any such amount received by the Company in excess of the amount required to be reinvested into the business of the Group within the applicable Reinvestment Period pursuant to the Reinvestment Plan shall be applied towards prepayment in accordance with paragraph (b) above; and

(iv)the Company promptly and diligently implements the Reinvestment Plan in accordance with its terms,

provided that if an Event of Default occurs and is continuing during a Reinvestment Period and at the time of the occurrence of such Event of Default (which is continuing), any part of the amount required to be reinvested into the business of the Group in accordance with the Reinvestment Plan has not been so applied (such amount, the "Non-Applied Amount"), an amount equal to the Non-Applied Amount shall be applied towards prepayment in accordance with paragraph (b) above.

(f)Where Excluded Disposal Proceeds and Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the relevant definition of Excluded Disposal Proceeds or Excluded Insurance Proceeds), the Company shall ensure that those amounts are used for that purpose and shall, promptly upon written request by the Agent (acting on the instructions of the Majority Lenders, acting reasonably), deliver a certificate to the Agent at the time of such application and at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.

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9.4Voluntary prepayment of Term Loans

(a)Subject to paragraphs (b) and (c) below, the Company may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Term Loan (but, if in part, by minimum amount of (in the case of a prepayment of a Facility A Loan) RMB10,000,000 or (in the case of a prepayment of a Facility B2 Loan) US$10,000,000).

(b)A Term Loan may only be prepaid after the last day of the Availability Period for the applicable Facility (or, if earlier, the day on which the applicable Available Facility is zero).

(c)A Facility A Loan shall only be prepaid if either:

(i)all of the Facility A Loans are prepaid in full at the same time; or

(ii)all of the Facility A Loans are prepaid in amounts which reduce the Facility A Loans by the same proportion.

(d)Any prepayment of Loans under a Facility under this Clause 9.4 shall reduce the relevant Repayment Instalment in respect of that Facility for each Repayment Date falling after the date of prepayment in inverse chronological order.

9.5Voluntary prepayment of Facility B1 Loans

The Company may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Facility B1 Loan (but if in part, in a minimum amount of US$10,000,000).

9.6Right of prepayment and cancellation in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under Clause 10.5 (Swiss minimum interest) or paragraph (a) of Clause 14.2 (Tax gross-up); or

(ii)any Lender claims indemnification from the Company under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased Costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the prepayment of that Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment(s) of that Lender shall be immediately reduced to zero.

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(c)On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall prepay that Lender's participation in that Loan and that Lender's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

(d)If:

(i)any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii)the Company becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender,

the Company may, on 10 Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company which (A) is not a Group Member and (B) confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.12 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e)The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)the Company shall have no right to replace the Agent;

(ii)neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii)in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.

(f)A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.

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9.7Right of cancellation in relation to a Defaulting Lender

(a)If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days' notice of cancellation of each Available Commitment of that Lender.

(b)On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall be immediately reduced to zero.

(c)The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

9.8Restrictions

(a)Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)The Company may not reborrow any part of a Term Facility which is prepaid.

(d)Unless a contrary indication appears in this Agreement, any part of Facility B1 which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.

(e)The Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g)If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(h)If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

9.9Application of prepayments

Any prepayment of a Loan pursuant to Clause 9.3 (Disposal and Insurance Proceeds), Clause 9.4 (Voluntary prepayment of Term Loans) or Clause 9.5 (Voluntary prepayment of Facility B1 Loans) shall be applied pro rata to each Lender's participation in that Loan.

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SECTION 5 COSTS OF UTILISATION

10.INTEREST

10.1Calculation of interest

(a)The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

(i)the applicable Margin; and

(ii)

(A)(in the case of a Loan in RMB) the Reference Rate (RMB); or

(B)(in the case of a Loan in US dollars) the Reference Rate (USD).

(b)The rate of interest payable under Facility A is adopted as a simple rate (instead of a compounded rate) and an annualised rate (being a rate that is quoted on a "per annum" basis).

10.2Payment of interest

The Company shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-monthly intervals after the first day of the Interest Period).

10.3Default interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraph (b) below, two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent. per annum higher than the rate which would have applied if the Unpaid Sum had not become due.

(c)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

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10.4Notification of rates of interest

(a)The Agent shall promptly notify the relevant Lenders and the Company of the determination of a rate of interest under this Agreement.

(b)The Agent shall promptly notify the Company of each Funding Rate relating to a Loan.

10.5Swiss minimum interest

(a)When entering into this Agreement, the Parties have assumed in bona fide that interest payments are not subject to Swiss Withholding Tax.

(b)Notwithstanding paragraph (a) above, should any deduction or withholding be required under Swiss law on the account of Swiss Withholding Tax, and should it be unlawful for the relevant Swiss Obligor to comply with Clause 14 (Tax Gross-Up and Indemnities) for any reason (where this would otherwise be required by the terms of, and taking into full account the exceptions set out in, Clause 14 (Tax Gross-Up and Indemnities)), then:

(i)the applicable interest rate in relation to that interest payment shall calculated as set out below:

NormalRateIP
1 – WTR

where:

"NormalRate IP" means the interest rate which would have applied to that interest payment as provided for in Clause 10 (Interest) in the absence of this Clause 10.5; and

"WTR" means the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made; and

(ii)the relevant Swiss Obligor and each of those Finance Parties (to whom the interest payment subject to the adjusted interest rate as set out in paragraph (i) above is payable) shall promptly notify the Agent of the application of this Clause 10.5 and the applicable WTR; and

(iii)that Swiss Obligor shall:

(A)pay the relevant interest at the adjusted interest rate in accordance with this Clause 10.5; and

(B)make the deduction or withholding of Swiss Withholding Tax on the interest so recalculated,

and all references to an interest rate in this Agreement shall be construed accordingly.

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(c)If and to the extent that any amount payable by a Swiss Obligor under this Agreement is or becomes subject to Swiss Withholding Tax, each relevant Finance Party and each relevant Swiss Obligor shall promptly cooperate by completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary:

(i)for the relevant Swiss Obligor to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax (or, as the case may be, at a treaty rate lower than the domestic tax rate); and

(ii)to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded.

(d)The relevant Swiss Obligor shall provide the Finance Parties with such documents and information required for applying for a refund of such Swiss Withholding Tax.

(e)If Swiss Withholding Tax is refunded by the Swiss Federal Tax Administration to a Finance Party, the relevant Finance Party shall forward, after deduction of costs, such amount to the relevant Swiss Obligor.

(f)Nothing in this Clause 10.5 shall interfere with each Lender's right to arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, no Lender shall be under any obligation to claim any Swiss Withholding Tax refund in priority to any other claims, reliefs, credits or deductions available to it.

11.INTEREST PERIODS

11.1Selection of Interest Periods

(a)The Company may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if that Loan is a Term Loan which has already been borrowed) in a Selection Notice.

(b)Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Company not later than the Specified Time.

(c)If the Company fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 11.2 (Changes to Interest Periods), be one Month.

(d)Subject to this Clause 11, the Company may select an Interest Period of one, three or six Months or of any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan.

(e)Notwithstanding anything to the contrary in this Agreement, an Interest Period for a Loan shall not extend beyond the Final Repayment Date applicable to its Facility.

(f)Each Interest Period for a Term Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

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(g)A Facility B1 Loan has one Interest Period only which shall start on the Utilisation Date of that Facility B1 Loan.

11.2Changes to Interest Periods

(a)Prior to the earlier of:

(i)the Agent determining the interest rate for a Term Loan; and

(ii)the first day of an Interest Period for a Term Loan,

the Agent may shorten an Interest Period for any Term Loan to ensure there are sufficient Term Loans (with an aggregate amount equal to or greater than the Repayment Instalment) which have an Interest Period ending on a Repayment Date for the Company to make the Repayment Instalment due on that date.

(b)If the Agent makes any of the changes to an Interest Period referred to in this Clause 11.2, it shall promptly notify the Company and the Lenders.

11.3Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

11.4Consolidation and division of Term Loans

(a)Subject to paragraph (b) below, if two or more Interest Periods:

(i)relate to Term Loans under a Facility; and

(ii)end on the same date,

those Term Loans will, unless the Company specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Term Loan under that Facility on the last day of the Interest Period.

(b)Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and amount), if the Company requests in a Selection Notice that a Term Loan in a currency (the "original currency") be divided into two Term Loans, that Term Loan will, on the last day of its Interest Period, be divided with amounts (in the original currency) specified in that Selection Notice, having an aggregate amount equal to the amount of that Term Loan immediately before its division.

12.CHANGES TO THE CALCULATION OF INTEREST

12.1Unavailability of Term SOFR

(a)Interpolated Term SOFR: If Term SOFR is not available for the Interest Period of any Loan in US dollars, the Reference Rate (USD) for such Interest Period shall be Interpolated Term SOFR for a period equal in length to the Interest Period of that Loan.

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(b)Historic Term SOFR: If paragraph (a) above applies but Interpolated Term SOFR is not available for the Interest Period of the relevant Loan in US dollars, the Reference Rate (USD) for such Interest Period shall be Historic Term SOFR for a period equal in length to the Interest Period of that Loan.

(c)Interpolated Historic Term SOFR: If paragraph (b) above applies but Historic Term SOFR is not available for the Interest Period of the relevant Loan in US dollars, the Reference Rate (USD) for such Interest Period shall be Interpolated Historic Term SOFR for a period equal in length to the Interest Period of that Loan.

(d)Central Bank Rate: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, the Reference Rate (USD) for such Interest Period shall be:

(i)the percentage rate per annum which is the aggregate of:

(A)the Central Bank Rate for the Quotation Day; and

(B)any applicable Central Bank Rate Adjustment; or

(ii)if the Central Bank Rate for the Quotation Day is not available, the percentage rate per annum which is the aggregate of:

(A)the most recent Central Bank Rate for a day which is no more than five days before the Quotation Day; and

(B)any applicable Central Bank Rate Adjustment.

12.2Unavailability of LPR

(a)If LPR is not available for the Interest Period of any Loan denominated in RMB, and the Agent or the Company so require, the Agent and the Company shall enter into negotiations (for a period of not more than 40 days) with a view to agreeing a substitute basis for determining the rate of interest for any Loan denominated in RMB under this Agreement.

(b)Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(c)In the event that no substitute basis is agreed at the end of such 40-day period, the Reference Rate (RMB) for such Interest Period shall be the Historic LPR for such Interest Period.

(d)If Historic LPR is not available for the Interest Period of the relevant Loan in RMB, Clause 12.4 (Cost of funds) shall apply to such Interest Period.

12.3Market disruption

If before 5 p.m. in Hong Kong on the Business Day immediately following the Quotation Day for the relevant Interest Period of a Loan in RMB, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of the applicable Reference Rate (RMB), then Clause 12.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

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12.4Cost of funds

(a)If this Clause 12.4 applies, the rate of interest on each Lender's share of the relevant Loan in RMB or the relevant Interest Period shall be the percentage per annum which is the sum of:

(i)the applicable Margin; and

(ii)the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum that Lender's cost of funds relating to its participation in that Loan from whatever source it may reasonably select (provided that if such rate is less than zero, such rate shall be deemed to be zero).

(b)If this Clause 12.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 40 days) with a view to agreeing a substitute basis for determining the rate of interest under this Agreement.

(c)Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(d)For the avoidance of doubt, in the event that no substitute basis is agreed at the end of such 40 days' period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

(e)If this Clause 12.4 applies pursuant to Clause 12.3 (Market disruption) and:

(i)a Lender's Funding Rate is less than the Reference Rate (RMB); or

(ii)a Lender does not provide a quotation by the time specified in paragraph (a)(ii) above,

the cost of that Lender of funding its participation in that Loan in RMB for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Reference Rate (RMB).

12.5Notification to Company

If Clause 12.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Company.

12.6Break Costs

(a)The Company shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

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(c)Notwithstanding anything to the contrary in this Agreement, a Lender (in its own discretion) may elect not to exercise its right with respect to any amount (or part thereof) payable by the Company to that Lender under paragraph (a) above if and to the extent that such Lender considers that the performance of such payment obligation(s) of the Company is mandatorily prohibited or restricted by any applicable PRC laws and regulations (including without limitation the Notice on Further Regulating Charges for Credit and Financing and Reducing Overall Financing Costs of Enterprises) (Reference No: Yin Bao Jian Fa [2020] No.18) (including any amendment or re-enactment thereof from time to time).

13.FEES

13.1Commitment fee

(a)The Company shall pay to the Agent (for the account of each Lender) a fee computed and accruing on a daily basis at the rate of:

(i)[...***...] per cent. per annum on the undrawn and uncancelled amount of each Lender's Commitment under Facility A for the Commitment Fee Period applicable to Facility A;

(ii)[...***...] per cent. per annum on the undrawn and uncancelled amount of each Lender's Commitment under Facility B1 for the Commitment Fee Period applicable to Facility B1; and

(iii)[...***...] per cent. per annum on the undrawn and uncancelled amount of each Lender's Commitment under Facility B2 for the Commitment Fee Period applicable to Facility B2,

at 5 p.m. (in the principal financial centre of the country of the relevant currency) on each day of the relevant Commitment Fee Period (or, if any such day shall not be a Business Day, at 5 p.m. on the immediately preceding Business Day).

(b)The accrued commitment fee is payable:

(i)on the last day of each successive period of three Months which ends during the relevant Commitment Fee Period;

(ii)on the last day of the relevant Commitment Fee Period; and

(iii)if a Lender's Commitment is reduced to zero before the last day of the relevant Commitment Fee Period, on the day on which such reduction to zero becomes effective.

(c)The accrued commitment fee in respect of a Facility shall be payable in:

(i)(if that Facility is Facility A) Renminbi; and

(ii)(if that Facility is Facility B1 or Facility B2) US dollars.

(d)For the purpose of this Clause, a "Commitment Fee Period" means, in relation to a Facility, the period from (but excluding) the date falling four Months after the date of this Agreement to (and including) the last day of the Availability Period applicable to that Facility.

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(e)No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

13.2Arrangement fee

The Company shall pay to the OMLAB an arrangement fee in the amount and at the times agreed in a Fee Letter.

13.3Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.4Security agency fee

The Company shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

13.5Extension fee

(a)As a condition to the occurrence of the Extension, the Company shall, on the Original Facility B Final Repayment Date, pay to the Agent (for the account of each Lender whose Extended Facility B1 Commitment or Extended Facility B2 Commitment is greater than zero) an extension fee in an aggregate amount equal to 0.70 per cent. of the sum of that Lender's Extended Facility B1 Commitment (if any) and Extended Facility B2 Commitment (if any) as at the Original Facility B Final Repayment Date.

(b)For the avoidance of doubt:

(i)no extension fee shall be payable under this Clause 13.5 if Extension does not or will not occur on the Original Facility B Final Repayment Date in accordance with the terms of this Agreement; and

(ii)(without prejudice to the Clause 8.3 (Extension)) Extension shall not occur on the Original Facility B Final Repayment Date if the Company fails to comply with its payment obligations under this Clause 13.5.

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SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS

14.TAX GROSS-UP AND INDEMNITIES

14.1Tax definitions

In this Clause 14:

"Tax Credit" means a credit against, relief or remission for, or refund or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means an increased payment made by an Obligor to a Finance Party under Clause 10.5 (Swiss minimum interest) or Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 14 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination acting in good faith.

14.2Tax gross-up

(a)All payments to be made by an Obligor to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless such Tax Deduction is required by law. If a Tax Deduction (as determined in the good faith by an Obligor) is required by applicable law to be made by the relevant Obligor, the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)A payment shall not be increased under paragraph (a) above by reason of a Tax Deduction on account of Tax imposed by Switzerland with respect to a specific Finance Party, if and to the extent that on the date the payment falls due and therefore any of the Swiss Non-Bank Rules is violated by virtue of the fact that:

(i)the payment could have been made to the relevant Finance Party (which had indicated that it was a Swiss Qualifying Bank) without such Tax Deduction if that Finance Party had been a Swiss Qualifying Bank, but on that date that Finance Party is not or has ceased to be a Swiss Qualifying Bank, other than as a result of any change after the date it became a Finance Party under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant Tax authority;

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(ii)the payment could have been made to the relevant Finance Party (which had indicated that it was treated as one (1) creditor only for the purposes of the Swiss Non-Bank Rules) without such Tax Deduction if the relevant Finance Party were to be treated for the purposes of the Swiss Non-Bank Rules as one (1) creditor only, but on that date the relevant Finance Party is not so treated or has ceased to be so treated for the purposes of the Swiss Non-Bank Rules, other than as a result of any change after the date it became a Finance Party under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or concession of any relevant Tax authority; or

(iii)the Lenders have failed to comply with their obligations under Clause 25 (Changes to the Lenders) and the relevant Finance Party, in relation to which the Company makes the payment, became a Finance Party as a result of such breach of Clause 25 (Changes to the Lenders).

(c)The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Company and that Obligor.

(d)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant Tax authority within the time allowed and in the minimum amount required by law.

(e)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant Tax authority.

14.3Tax indemnity

(a)Without prejudice to Clause 14.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is imposed, levied or assessed against any Finance Party, the Company shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

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(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax imposed, levied or assessed on a Finance Party under the laws of the jurisdiction (or any political subdivision thereof) in which that Finance Party or that Finance Party's Facility Office or other permanent establishment (within the meaning of the OECD Model Tax Convention) is incorporated or located or, if different, the jurisdiction(s) in which that Finance Party or that Finance Party's Facility Office or other permanent establishment (within the meaning of the OECD Model Tax Convention) is treated as resident or located for Tax purposes, if that Tax is imposed, levied or assessed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or by reference to net worth or if that Tax is considered a franchise Tax (imposed in lieu of net income Tax) or a branch profits or similar Tax; or

(ii)with respect to a loss, liability or cost suffered by a Finance Party if and to the extent that such loss, liability or cost:

(A)is compensated for by an increased payment pursuant to Clause 14.2 (Tax gross-up) or would have been so compensated but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.2 (Tax gross-up) applied;

(B)is suffered or incurred by a Lender as a result of such Lender's failure to comply with its obligations under Clause 14.9 (Lender Status Confirmation); or

(C)is compensated for under Clause 14.5 (Stamp taxes) or Clause 14.6 (Indirect Tax) or, in the case of Clause 14.5 (Stamp taxes), would have been so compensated for but for the exclusion set out in paragraph (a)(ii) of Clause 14.5 (Stamp taxes); or

(iii)with respect to a FATCA Deduction required to be made by a Party.

(c)A Finance Party intending to make a claim under paragraph (a) above shall notify the Agent of the event giving rise to the claim, whereupon the Agent shall notify the Company thereof.

(d)A Finance Party shall, on receiving a payment from the Company under this Clause 14.3, notify the Agent.

14.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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14.5Stamp taxes

(a)Subject to paragraph (b) below, the Company shall:

(i)pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; and

(ii)within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document, other than any such Taxes that are payable:

(A)in respect of a Transfer Certificate, Assignment Agreement or other transfer or assignment of whole or part of the rights of a Finance Party under a Finance Document unless the relevant transfer or assignment takes place pursuant to Clause 16 (Mitigation by the Lenders) and is carried out at the request of an Obligor or while an Event of Default is continuing; or

(B)upon registration made by any Administrative Party unless such registration is necessary to (i) maintain, preserve, establish or otherwise enforce the rights of such Administrative Party under such Finance Documents or (ii) owing to a change in law or regulations which has an impact on the ability of that Administrative Party to so act and/or to so continue in its role of such Administrative Party under the Finance Documents.

(b)All PRC Stamp Duty in relation to Facility A shall be paid by the Company and each Lender under Facility A in accordance with the applicable PRC laws and regulations.

(c)For the purposes of this Clause, "PRC Stamp Duty" means any stamp duty, registration or other similar Taxes payable in respect of any Finance Document under PRC law.

14.6Indirect Tax

(a)All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit, refund or repayment in respect of the Indirect Tax.

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14.7FATCA information

(a)Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)If the Company is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of:

(i)where the Company is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)where the Company is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date; or

(iii)where the Company is not a US Tax Obligor, the date of a request from the Agent,

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supply to the Agent:

(A)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Company.

(g)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Company.

(h)The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

14.8FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)Each Party shall as soon as reasonably practicable upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.

14.9Lender status confirmation

(a)Each Original Lender confirms on the date of this Agreement that it is a Swiss Qualifying Bank.

(b)Each Lender (which is not an Original Lender) shall indicate, in the documentation (such as a Transfer Certificate, an Assignment Agreement or an Accordion Increase Confirmation) which it executes on becoming a Party as a Lender, and for the benefit of the Agent, which of the following categories it falls in:

(i)a Swiss Qualifying Bank; or

(ii)not a Swiss Qualifying Bank, but that it counts as one creditor only for purposes of the Swiss Non-Bank Rules.

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(c)If such a Lender fails to indicate its status in accordance with this Clause 14.9 then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it were not a Swiss Qualifying Bank until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 14.9.

15.INCREASED COSTS

15.1Increased Costs

(a)Subject to Clause 15.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms "law" and "regulation" in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax, provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to have been introduced after the date of this Agreement, regardless of the date enacted, adopted or issued.

(b)In this Agreement, "Increased Costs" means:

(i)a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party);

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in any Loan or Unpaid Sum.

15.2Increased Cost claims

(a)A Finance Party (other than the Agent) intending to make a claim pursuant to Clause 15.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b)Each Finance Party (other than the Agent) shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

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15.3Exceptions

Clause 15.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)attributable to a FATCA Deduction required to be made by a Party;

(c)compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (a) of Clause 14.3 (Tax indemnity) applied); or

(d)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

16.MITIGATION BY THE LENDERS

16.1Mitigation

(a)Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 9.1 (Illegality), Clause 14 (Tax Gross-Up and Indemnities) or Clause 15 (Increased Costs), including:

(i)providing such information as the Company may reasonably request in order to permit the Company to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii)in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2Limitation of liability

(a)The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b)A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.3Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

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(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

17.OTHER INDEMNITIES

17.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)making or filing a claim or proof against that Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(a)the occurrence of any Event of Default;

(b)the Information Memorandum or any other information produced or approved by any Transaction Obligor or any Group Member being or being alleged to be misleading and/or deceptive in any respect;

(c)any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Transaction Obligor or any Group Member or with respect to the transactions contemplated or financed or secured under any Finance Document;

(d)a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency, including any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

(e)funding, or making arrangements to fund, its participation in a Loan requested by the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(f)a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Company.

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17.3Indemnity to the Agent

The Company shall promptly indemnify the Agent against:

(a)any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i)investigating any event which it reasonably believes is a Default;

(ii)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 29.10 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

17.4Indemnity to the Security Agent

(a)Each Obligor shall jointly and severally promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable Indirect Tax) incurred by any of them as a result of:

(i)any failure by the Company to comply with obligations under Clause 18 (Costs and Expenses);

(ii)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(iii)investigating any event which it reasonably believes is a Default;

(iv)the taking, holding, protection or enforcement of the Transaction Security;

(v)the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(vi)any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(vii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

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(viii)acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of the Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b)Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 17.4 will not be prejudiced by any release or disposal under clause 11 (Distressed Disposals and Appropriation) of the Intercreditor Agreement taking into account the operation of that clause.

(c)The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 17.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

17.5Survival

Each indemnity given by a Party under or in connection with a Finance Document is a continuing obligation, independent of the party's other obligations under or in connection with that or any other Finance Document and survives after that Finance Document is terminated. It is not necessary for a Finance Party to pay any amount or incur any expense before enforcing an indemnity under or in connection with this Agreement or any other Finance Document.

18.COSTS AND EXPENSES

18.1Transaction expenses

The Company shall, within 10 Business Days of demand, pay the Administrative Parties the amount of all costs and expenses (including legal fees, subject to any pre-agreed scopes of work and fee caps) reasonably and properly incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)this Agreement and any other documents referred to in this Agreement or in a Transaction Security Document; and

(b)any other Finance Documents executed after the date of this Agreement.

18.2Amendment costs

If:

(a)a Transaction Obligor requests an amendment, waiver or consent; or

(b)an amendment is required pursuant to Clause 29.9 (Change of currency),

the Company shall, within 10 Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees, subject to any pre-agreed scopes of work and fee caps) reasonably and properly incurred by the Agent or the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

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18.3Enforcement and preservation costs

The Company shall, within 10 Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees and together with any applicable Indirect Tax) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

18.4Reference Rate transition cost

The Company shall, within 10 Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with any amendment or waiver requested or made pursuant to Clause 35.5 (Changes to reference rates).

18.5Prohibition or restriction under PRC laws

Notwithstanding anything to the contrary in this Agreement, a Lender (in its own discretion) may elect not to exercise its right with respect to any amount (or part thereof) payable by the Company to that Lender under this Clause 18 if and to the extent that such Lender considers that the performance of such payment obligation(s) of the Company is mandatorily prohibited or restricted by any applicable PRC laws and regulations (including without limitation the Notice on Further Regulating Charges for Credit and Financing and Reducing Overall Financing Costs of Enterprises) (Reference No: Yin Bao Jian Fa [2020] No.18) (including any amendment or re-enactment thereof from time to time).

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SECTION 7 GUARANTEE

19.GUARANTEE AND INDEMNITY

19.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party punctual performance by each other Obligor of all the obligations assumed and/or expressed to be assumed by each other Obligor under the Finance Documents (including, without limitation, all amounts which, but for any US Debtor Relief Law, would become due and payable and all interest accruing after the commencement of any proceeding under a US Debtor Relief Law at the rate provided for in the relevant Finance Document, whether or not allowed in any such proceeding);

(b)undertakes with each Finance Party that:

(i)whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, then immediately on demand by that Finance Party that Guarantor shall pay that amount as if it was the principal obligor; and

(ii)if an Ipso Facto Event has occurred, then immediately on demand by the Agent that Guarantor shall pay all Loans, accrued interest and other amounts referred to in Clause 24.17 (Acceleration) as if it was the principal obligor;

(c)agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Notwithstanding anything to the contrary herein, upon any Automatic Acceleration Event any presentment, demand, protest or notice of any kind required by the foregoing clauses are expressly waived.

19.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

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19.3Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

19.4Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

(a)any time, waiver, other concession or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any Group Member or any other person;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g)any insolvency or similar proceedings; or

(h)this Agreement or any other Finance Document not being executed by or binding upon any other party.

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19.5Guarantors' Intent

Without prejudice to the generality of Clause 19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

19.6Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.7Appropriations

Until (i) all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and (ii) no Finance Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document, each Finance Party (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in a suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

19.8Deferral of Guarantors' rights

Until (i) all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and (ii) no Finance Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document, and unless the Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

(a)to be indemnified by an Obligor;

(b)to claim any contribution from any other guarantor of or provider of security for any Obligor's obligations under the Finance Documents;

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(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

(e)to exercise any right of set-off against any Obligor; and/or

(f)to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 29 (Payment Mechanics).

19.9Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

19.10Swiss limitations

Notwithstanding anything to the contrary in this Agreement or any other Finance Document, the obligations of any Swiss Obligor and the rights of the Finance Parties under this Agreement or any other Finance Document are subject to the following limitations:

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(a)If and to the extent a Swiss Obligor becomes (directly or indirectly) liable (inter alia, by a guarantee granted, indemnity or other obligation assumed by it) under this Agreement or any other Finance Document for obligations of any of its (direct or indirect) Affiliates other than its directly or indirectly wholly-owned Subsidiaries (upstream or cross-stream) and if and to the extent payment under such obligations or the application of any proceeds resulting from the enforcement of any such obligations would constitute a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven), the payment of a (constructive) dividend (Gewinnausschüttung) or the repayment of statutory capital reserves (Rückzahlung von gesetzlichen Kapitalreserven) under Swiss corporate law or would otherwise be restricted by applicable Swiss law (the "Upstream or Cross-Stream Obligations"), such Upstream or Cross-Stream Obligations or the application of any proceeds resulting from the enforcement of any such Upstream or Cross-Stream Obligations shall be limited to the maximum amount of the relevant Swiss Obligor's freely disposable shareholder/quotaholder equity at the time payment is requested or at the time of enforcement, as applicable (the "Maximum Amount"); provided that (i) such limitation is required under the applicable law at that time; and (ii) such limitation shall not relieve the Swiss Obligor of its obligations in excess of the Maximum Amount, but shall merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable law. This Maximum Amount shall be determined in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the relevant Swiss Obligor on the basis of an audited interim balance sheet as of that time.

(b)In respect of any Upstream or Cross-Stream Obligations, the relevant Swiss Obligor shall (and, with respect to sub-paragraph (iv) below, each Obligor shall), as concerns the payment under any Upstream or Cross-Stream Obligations or the application of any proceeds resulting from the enforcement of any Upstream or Cross-Stream Obligations assumed by the relevant Swiss Obligor under this Agreement or any other Finance Document and in case the Swiss Obligor is obliged to pay Swiss Withholding Tax in relation thereto by applicable law (including tax treaties) in force at the relevant time:

(i)use its best efforts to procure that such payment can be made or enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured Obligations without deduction of Swiss Withholding Tax by discharging the liability to Swiss Withholding Tax by notification pursuant to applicable law (including tax treaties) rather than payment of Swiss Withholding Tax;

(ii)if the notification procedure pursuant to sub-paragraph (i) above does not apply, deduct Swiss Withholding Tax at such rate (currently 35 per cent. at the date of this Agreement) as is in force from time to time from any such payment or enforcement proceeds used to discharge Upstream or Cross-Stream Obligations, and pay, without delay, any such Swiss Withholding Tax deducted to the Swiss Federal Tax Administration;

(iii)notify the Agent that such notification or, as the case may be, deduction has been made, and provide the Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or such Swiss Withholding Tax deducted has been paid to the Swiss Federal Tax Administration, as the case may be; and

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(iv)in the case of a deduction of Swiss Withholding Tax use its best efforts to ensure that it or any person which is entitled to a full or partial refund of Swiss Withholding Tax deducted from such payment or enforcement proceeds, will, as soon as possible after such deduction:

(A)be so refunded; and

(B)pay to the Agent upon receipt any amount so refunded.

(c)If the limitation pursuant to this Clause 19.10 applies, each Obligor and the relevant Swiss Obligor shall perform any obligations which are not affected by the above limitations, and in respect of any balance, promptly take and promptly cause to be taken any action required under then applicable Swiss law or requested by the Agent, including the following:

(i)the passing of any shareholders'/quotaholders' resolutions to approve the payment or use of the enforcement proceeds, which may be required as a matter of Swiss mandatory law in force at the time payment is requested or at the time of enforcement in order to allow a prompt payment or use of the enforcement proceeds;

(ii)preparation of up-to-date audited interim balance sheet of the relevant Swiss Obligor setting out the Maximum Amount;

(iii)confirmation of the auditors of the relevant Swiss Obligor that the relevant amount represents the Maximum Amount;

(iv)conversion of restricted reserves into profits and reserves freely available for the distribution as dividends and/or capital reductions (in each case, to the extent permitted by mandatory Swiss law);

(v)revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);

(vi)to the extent permitted by applicable law and Swiss accounting standards, write-up or realize any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realisation, however, only if such assets are not necessary for the relevant Swiss Obligor's business (nicht betriebsnotwendig); and

(vii)all such other measures necessary or useful to allow the relevant Swiss Obligor to make payments or use enforcement proceeds as agreed hereunder with a minimum of limitations,

and immediately thereafter pay up to the Maximum Amount to the Agent.

(d)For the avoidance of doubt, where a Tax Deduction for Swiss Withholding Tax purposes is required pursuant to paragraph (b) above, the obligations of the Swiss Obligor under Clause 10.5 (Swiss minimum interest) applied mutatis mutandis, Clause 14.2 (Tax gross-up) and Clause 14.3 (Tax indemnity) shall remain applicable, save to the extent and for as long as that would cause the Maximum Amount to be exceeded.

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19.11Guarantee Limitation - Fraudulent Conveyance

Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor's obligations under this Agreement subject to avoidance under applicable US Debtor Relief Laws, in all cases before taking into account any liabilities under any other guarantee by such Guarantor.

19.12Guarantee Limitation – Excluded Swap Obligations

(a)Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor shall be liable for any Excluded Swap Obligation.

(b)Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under the Finance Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (b) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (b) shall remain in full force and effect until the discharge or release of the guarantee pursuant to the terms of the Finance Documents. Each Qualified ECP Guarantor intends that this paragraph (b) constitute, and this paragraph (b) shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement.

20.1Status

(a)It is a corporation or limited liability company (as applicable) duly incorporated or formed (as applicable) and validly existing under the laws of its jurisdiction of incorporation or formation (as applicable).

(b)Each of its Material Offshore Subsidiaries is a corporation, limited liability corporation or limited liability company (as applicable), duly incorporated or formed (as applicable) and validly existing under the law of its jurisdiction of incorporation or formation (as applicable).

(c)It and each of its Material Offshore Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

(d)None of the Company or the Original Guarantors (other than an Original Guarantor incorporated in the United States) is a US Tax Obligor.

20.2Binding obligations

Subject to the Legal Reservations:

(a)the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations; and

(b)without limiting the generality of paragraph (a) above, each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

20.3Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)it and any of its Subsidiaries' constitutional documents; or

(c)any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

20.4Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

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20.5Validity and admissibility in evidence

Except any Authorisation referred to in Clause 20.8 (No filing or stamp taxes) which Authorisations will be promptly obtained or effected after the date of this Agreement, all Authorisations required:

(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions; and

(c)for it and its Subsidiaries to carry on their respective business, and which are material,

have been obtained or effected and are in full force and effect.

20.6Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of the relevant governing law of each of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.7Deduction of Tax

It is not required under the law applicable where it is incorporated or resident or at the address specified in this Agreement to make any Tax Deduction from any payment it may make under any Finance Document.

20.8No filing or stamp taxes

It is not necessary under the laws of its Relevant Jurisdictions that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except:

(a)the payment of any taxes in any of the circumstances referred to in paragraph (a)(ii) of Clause 14.5 (Stamp taxes);

(b)Cayman Islands stamp duty will be payable on a Finance Document if that Finance Document is executed in the Cayman Islands or an executed copy of that Finance Document is brought into the Cayman Islands;

(c)recordation of the PropCo Mortgage and the PropCo Assignment of Leases in the Office of the County Clerk of Mercer County, New Jersey and payment of the applicable recording fees;

(d)filing of a UCC-1 Financing Statement against PropCo with the New Jersey Department of Treasury and payment of the applicable filing fees;

(e)filing of a UCC-1 Financing Statement against the fixtures at the New Jersey Property with the Office of the County Clerk of Mercer County, New Jersey and payment of the applicable recording fees;

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(f)payment of PRC Stamp Duty in relation to Facility A by the Company and each Lender under Facility A; and

(g)the registration and reporting of the Facilities with and to the NDRC in accordance with the NDRC Administrative Measures.

20.9No default

(a)No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has, or is reasonably likely to have, a Material Adverse Effect.

20.10No misleading information

Save as disclosed in writing to the OMLAB prior to the date of this Agreement (or, in relation to the Information Memorandum, prior to the date of the Information Memorandum):

(a)any factual information contained in or provided by or on behalf of any Group Member for the purposes of the Information Memorandum was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

(b)any financial projections contained in the Information Memorandum have been prepared on the basis of recent historical information and on the basis of reasonable assumptions;

(c)nothing has occurred or been omitted from the Information Memorandum and no information has been given or withheld that results in the information contained in the Information Memorandum being untrue or misleading in any material respect; and

(d)all factual information in writing (other than the Information Memorandum) supplied by or on behalf of any Group Member was true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

20.11Financial statements

(a)Its financial statements most recently supplied to the Agent (which, at the date of this Agreement, are its Original Financial Statements) were prepared in accordance with US GAAP (or to the extent required to under local laws or as a Group Member may elect, any other Accounting Principles) consistently applied save to the extent expressly disclosed in such financial statements.

(b)Its financial statements most recently supplied to the Agent (which, at the date of this Agreement, are its Original Financial Statements):

(i)in the case of US GAAP, represent in all material respects its financial position, results of operations and cash flows; or

(ii)in the case of any applicable Accounting Principles other than US GAAP, give a true and fair view of (if audited) or fairly represent (if unaudited),

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its financial condition and operations (consolidated in the case of the Company) for the period to which they relate, save to the extent expressly disclosed in such financial statements.

(c)There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Company) since 31 December 2024.

20.12Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.13No proceedings

(a)Save as disclosed in writing to the OMLAB prior to the date of this Agreement, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened in writing against it or any of its Subsidiaries.

(b)No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any of its Subsidiaries.

20.14Authorised signatories

Any person specified as its authorised signatory under Schedule 2 (Conditions Precedent) or paragraph (g) of Clause 21.4 (Information: miscellaneous) is authorised to sign Utilisation Requests (in the case of the Company only) and other notices on its behalf.

20.15Ranking of Security

Subject to the Legal Reservations and Perfection Requirements, the Transaction Security has or will have first ranking priority and is not subject to any prior ranking or pari passu ranking Security.

20.16Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

20.17Ownership

(a)Each Original Guarantor's entire issued share capital is beneficially owned, directly or indirectly, and controlled, directly or indirectly, by the Company.

(b)The shares in the capital of each Obligor are fully paid and are not subject to any option to purchase or similar rights.

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20.18Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security free from all Security, except for the Security created under the Transaction Security Documents or expressly permitted by this Agreement.

20.19Shares

(a)The shares of any Group Member which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.

(b)The constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security.

(c)There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Group Member (including any option or right of pre-emption or conversion).

20.20Intellectual Property

(a)Subject to paragraph (d) below, each of BeOne Medicines I GmbH and BeOne Medicines Aus Pty Ltd:

(i)is the sole or joint legal and beneficial owner of or has licensed to it on arm's length commercial terms all Intellectual Property which is material in the context of the business of the Offshore Group Members (taken as a whole) or is required by the Offshore Group Members in order to carry on the business of the Offshore Group Members (taken as a whole) as it is being conducted; and

(ii)has taken all commercially prudent formal or procedural actions (including payment of fees) required to maintain such Intellectual Property.

(b)Subject to paragraph (d) below, no Offshore Group Member (other than BeOne Medicines I GmbH and BeOne Medicines Aus Pty Ltd) is an owner of any Intellectual Property which is material in the context of the business of the Offshore Group Members (taken as a whole) or is required by the Offshore Group Members in order to carry on the business of the Offshore Group Members (taken as a whole) as it is being conducted.

(c)Subject to paragraph (d) below, each Obligor and each of its Subsidiaries does not, in carrying on its business, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect.

(d)No statement or representation shall be or is made in this Clause 20.20 (Intellectual Property) regarding Pipeline Assets and any related or derived Intellectual Property.

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20.21Compliance with Swiss Non-Bank Rules

Each Swiss Obligor is in compliance with the Swiss Non-Bank Rules, provided that a Swiss Obligor shall not be in breach of this representation if any of the Swiss Non-Bank Rules are violated solely by reason of:

(a)its number of creditors exceeds the limit provided for in either the Swiss 10 Non-Bank Rule or the Swiss 20 Non-Bank Rule solely by reason of a failure by one or more Lenders to comply with their obligations under Clause 25 (Changes to Lenders) or any one or more Lender(s) not being treated as or having lost its status as a Swiss Qualifying Bank or as one (1) creditor only for the purposes of the Swiss Non-Bank Rules other than as a result of any change of law;

(b)a Lender made an incorrect lender status confirmation pursuant to Clause 14.9 (Lender Status Confirmation) for the purposes of the Swiss Non-Bank Rules;

(c)a Lender breached the conditions of assignment or transfer pursuant to Clause 25 (Changes to Lenders), other than with the consent of the Company; or

(d)a transfer was made under paragraph (a)(iv) of Clause 25.2 (Conditions of assignment or transfer).

20.22Anti-Money Laundering Laws

(a)The operations of each Obligor, its Subsidiaries and their respective Affiliates are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over that Obligor, any of its Subsidiaries or any of their respective Affiliates (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Obligor, any of its Subsidiaries, any of their respective Affiliates or any of their respective directors and officers, in each case, with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of each Obligor, threatened.

(b)If and to the extent it is required under applicable laws to which it is subject, each Obligor has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with applicable Anti-Money Laundering Laws.

20.23Sanctions

None of any Obligor, any of its Subsidiaries or (to its knowledge) any director or officer or Affiliate of any Obligor or any of its Subsidiaries is an individual or entity ("Person") that is, or is owned or controlled by Persons that are:

(a)the subject of any sanctions from time to time administered or enforced by the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Switzerland, HM Treasury, the Hong Kong Monetary Authority, the Money Authority of Singapore or other relevant sanctions authorities (collectively, "Sanctions");

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(b)located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions, including without limitation, Cuba, Iran, North Korea, Syria, the Crimea and non-government controlled areas of Ukraine (each a "Sanctioned Country"); or

(c)otherwise a target of any Sanctions, or acting on behalf of or at the direction of any Person described in paragraph (a) or (b) above.

20.24Anti-bribery and corruption

None of any Obligor or any of its Subsidiaries, nor to the knowledge of any Obligor, any director or officer of any Obligor or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery and corruption law, including but not limited to, the United Kingdom Bribery Act 2010 (the "UK Bribery Act") and the US Foreign Corrupt Practices Act of 1977 (the "FCPA") (the "Anti-Corruption Laws"). Furthermore, each Obligor and its Subsidiaries have conducted their businesses in compliance with the Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

20.25ERISA Compliance

(a)No ERISA Event has occurred, is continuing or is reasonably likely to occur that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)Each Employee Plan has been operated and administered in accordance with its terms, ERISA, the Code and applicable law, and is in compliance in form with ERISA and the Code (including, where intended to be qualified under Section 401(a) of the Code, such Employee Plan has been determined by the IRS to be so qualified or is in the process of being approved by the IRS) and all other applicable federal, state or local laws and regulations save where any failure to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of any Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, has or is reasonably likely to either singly or in the aggregate to have a Material Adverse Effect.

(d)To the knowledge of each Obligor and each ERISA Affiliate, no Multiemployer Plan is or is reasonably likely to become insolvent for purposes of Title IV of ERISA, except where any such insolvency would not reasonably be expected to have a Material Adverse Effect.

20.26Federal Reserve Regulations

(a)No Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

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(b)None of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Loans or other extensions of credit under this Agreement to be considered a "purpose credit" within the meaning of Regulation U or Regulation X.

20.27Investment Companies

No Obligor or Subsidiary of an Obligor is or is required to be registered as an "investment company" under the US Investment Company Act of 1940.

20.28Australian Obligor not a Trustee

No Australian Obligor enters or has entered into any Finance Document as a trustee of any trust or settlement or holds any property as a trustee of any trust or settlement.

20.29Guarantor Coverage Requirement

As at the date of this Agreement:

(a)each of the Material Offshore Subsidiaries (determined by reference to the Original Financial Statements of the Company) is an Original Guarantor; and

(b)the Guarantor Coverage Requirement, determined by reference to the Original Financial Statements of the Company, is complied with.

20.30Beneficial Ownership Certification

As of:

(a)the first Utilisation Date, the information included in any Beneficial Ownership Certification delivered on or before the first Utilisation Date pursuant to paragraph (e) of Clause 21.8 ("Know your customer" checks) is true and correct in all respects; and

(b)as of the date delivered, the information included in each Beneficial Ownership Certification delivered pursuant to paragraph (b)(iv) of Clause 26.2 (Additional Guarantors) is true and correct in all respects.

20.31Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(a)the date of each Utilisation Request and the first day of each Interest Period; and

(b)in the case of an Additional Guarantor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Guarantor.

21.INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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21.1Financial statements

Subject to Clause 21.7 (Deemed delivery by Company), the Company shall supply to the Agent in sufficient copies for all the Lenders:

(a)within 55 days after the end of each of its financial quarters, its unaudited consolidated financial statements for that financial quarter;

(b)within 75 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and

(c)within 210 days after the end of each of its financial years, the audited consolidated financial statements of each Guarantor if such financial statements have been prepared for such Guarantor for that financial year, provided that if the audited consolidated financial statements of any Guarantor are not available for a financial year, the unaudited unconsolidated financial statements of that Guarantor for that financial year shall be delivered to the Agent within 210 days after the end of that financial year.

21.2Compliance Certificate

(a)The Company shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (a) or (b) of Clause 21.1 (Financial statements), a Compliance Certificate setting out:

(i)(in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) and the Guarantor Coverage Requirement as at the date as at which those financial statements were drawn up; and

(ii)(in the case of any Compliance Certificate delivered with each set of financial statements delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements)), a list of the Material Offshore Subsidiaries and Relevant Offshore Subsidiaries as at the end of the financial reporting period to which those financial statements relate, provided that such list of Material Offshore Subsidiaries and Relevant Offshore Subsidiaries as set out in the Compliance Certificate (or, at any time before the delivery of the first Compliance Certificate, in the certificate from the Company referred to in paragraph 1(e) of Part I of Schedule 2 (Conditions Precedent)) shall, in the absence of manifest error, be conclusive and binding on all Parties; and

(iii)(in the case of any Compliance Certificate delivered with each set of financial statements delivered pursuant to paragraph (c) of Clause 21.1 (Financial statements)):

(A)the Cashflow received by the Group during the relevant financial year, provided that in respect of the Compliance Certificate delivered with respect to the audited consolidated financial statements of the Company for the financial year ending 31 December 2025 only, the Compliance Certificate shall set out the Cashflow received by the Group during the last Financial Quarter of that financial year;

(B)the net proceeds (if any) through the monetisation of Pipeline Assets and the Permitted Royalty Proceeds (if any) received by the Group during the relevant financial year;

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(C)the updated Minority JV Cap and the updated Share Redemption Basket; and

(D)the aggregate Restricted Minority JV Investments and Share Redemption made since the date of this Agreement, if not already set out in any previous Compliance Certificate(s) (in reasonable detail).

(b)Each Compliance Certificate delivered pursuant to paragraph (a) above shall be signed by the chief executive officer (as a duly authorised officer), the chief financial officer (as a duly authorised officer), a director of the Company or any other authorised officer of the Company.

21.3Requirements as to financial statements

(a)Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by a director of the relevant company as:

(i)in the case of US GAAP, fairly present, in all material respects, the financial position of the Company and its consolidated subsidiaries (as required by US GAAP or such other accounting rules applicable to any applicable listing authority in the US as determined by the Company from time to time), and, in the case of any such unaudited financial statements, subject to normal year-end audit adjustments and the absence of footnotes; and

(ii)in the case of any Accounting Principles other than US GAAP, giving a true and fair view of (if audited) or fairly representing (if unaudited) its financial condition and operations (consolidated in the case of the Company) for the period to which they relate, save to the extent expressly disclosed in such financial statements.

(b)The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 (Financial statements) is prepared using US GAAP (or, in the case of any Obligor (other than the Company) any other Accounting Principles if and to the extent required under or in accordance with local laws or as that Obligor may elect from time to time), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the applicable Accounting Principles, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i)a description of any change necessary for those financial statements to reflect the applicable Accounting Principles, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and

(ii)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.

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Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

21.4Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Finance Parties, if the Agent so requests in writing):

(a)(subject to Clause 21.7 (Deemed delivery by Company)) all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b)(subject to Clause 21.7 (Deemed delivery by Company)) promptly, any announcement, notice or other document relating specifically to the Company posted onto any electronic website maintained by any stock exchange on which shares in or other securities of the Company are listed or any electronic website required by any such stock exchange to be maintained by or on behalf of the Company;

(c)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Member which has or is reasonably likely to, if adversely determined and taken as a whole across the Group, have a Material Adverse Effect;

(d)promptly, such information as the Security Agent may reasonably require in writing about the Security Assets and compliance of the Transaction Obligors with the terms of any Transaction Security Documents;

(e)promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any Group Member, and which is reasonably likely to have a Material Adverse Effect;

(f)promptly, such further information regarding the financial condition, assets, business and operations of any Group Member or of the Group as any Finance Party (through the Agent) may reasonably request in writing (including, without limitation, any amplification or explanation of any item in the financial statements, budgets or other materials of or provided by any Obligor under the Finance Documents); and

(g)promptly, notice of any change in authorised signatories of any Transaction Obligor signed by a director or company secretary of such Transaction Obligor accompanied by specimen signatures of any new authorised signatories.

provided that (in the case of paragraph (c), (e) and (f)) the provision of such information to the Finance Parties is not restricted by confidentiality obligations (which confidentiality obligations are owing to persons that are not Group Members or Affiliates thereof, and are not entered into with a view to circumventing the requirement for disclosure to the Finance Parties under the Finance Documents), privilege, legal or regulatory restrictions (including stock exchange or listing rules) binding on any Obligor or Group Member.

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21.5Notification of default

(a)Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.6Direct electronic delivery by Company

The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 31.5 (Electronic communication) to the extent that Lender and the Agent agree to this method of delivery.

21.7Deemed delivery by Company

If an Obligor is obliged to deliver any information to any Finance Party under any Finance Document, that Obligor may discharge such obligation by making available such information on a publicly accessible electronic website, provided that:

(a)upon an enquiry made in writing by that Finance Party, that Obligor shall notify that Finance Party the URL of that publicly accessible electronic website on which the relevant information can be located; and

(b)notwithstanding anything to the contrary in this Agreement or any other Finance Document, if a Finance Party wishes to make an enquiry under paragraph (a) above, that Finance Party shall make such enquiry directly to the relevant Obligor (instead of through the Agent) and the relevant Obligor shall respond to such enquiry to that Finance Party directly (instead of through the Agent).

Each Lender hereby agrees and acknowledges that neither the Agent nor the Security Agent shall be responsible for (i) obtaining and/or retrieving any information made available by an Obligor on a publicly accessible electronic website or (ii) making any onward transmission or dissemination of such information to the Lenders.

21.8"Know your customer" checks

(a)Each Obligor shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any other Finance Party (including on behalf of any prospective new Finance Party)) or Security Agent (for itself or on behalf of any other Secured Party (including on behalf of any prospective new Secured Party)) (respectively) in order for the Agent, such other Finance Party, any prospective new Finance Party the Security Agent, such other Secured Party or any prospective new Secured Party (as the case may be) to conduct all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct.

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(b)Each other Finance Party shall promptly upon the request of the Agent or Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) or the Security Agent (for itself) in order for the Agent or Security Agent (as applicable) to conduct all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct.

(c)The Company shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the other Finance Parties) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 26 (Changes to the Obligors).

(d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any other Finance Party to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any other Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any other Finance Party) or any Finance Party (for itself or on behalf of any prospective new Finance Party) in order for the Agent or such other Finance Party or such prospective new Finance Party to carry out and be satisfied it has complied with all "know your customer" and other similar checks that it is required (or deems desirable) to conduct pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

(e)Upon the reasonable request of any Finance Party, the Company shall provide to the Agent (for itself or on behalf of any other Finance Party) a Beneficial Ownership Certification in relation to the Company or any member of the Group that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation.

21.9Banking (Exposure Limits) Rules

(a)Each Obligor acknowledges that the Banking (Exposure Limits) Rules (Cap. 155S of the Laws of Hong Kong) and regulations in respect thereof in Hong Kong have imposed on certain Lenders certain limitations on advances to persons related or connected to the Bank Group of each Lender. By entering into this Agreement, each Obligor agrees that:

(i)it shall, to the best of its knowledge, notify a Lender (through the Agent) in writing if it is in any way related or connected to any member of the Bank Group in respect of that Lender; and

(ii)if it becomes aware that it is so related or connected at any time after the date of this Agreement, that it shall immediately notify the relevant Lender (through the Agent) in writing,

and, in each case, in the absence of such notification, each Lender shall assume that no Obligor is in any way related or connected to any member of the Bank Group of that Lender.

Each Obligor may refer to Schedule 12 (Banking (Exposure Limits) Rules) for an explanation of when it may be considered related or connected to a member of a Bank Group for the purposes hereof.

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(b)For the purposes of this Agreement:

(i)"Bank Group" means, in relation to a Lender, each holding company of that Lender, that Lender, their respective subsidiaries, related bodies corporate, associated entities and undertakings and any of their respective branches and member or office of the Bank Group shall be construed accordingly, provided that the "Bank Group" in relation to The Hongkong and Shanghai Banking Corporation Limited (as Lender) shall mean the HSBC Group.

(ii)"HSBC Group" means HSBC Holdings plc, its subsidiaries, related bodies corporate, associated entities and undertakings and any of their branches and member or office of the HSBC Group shall be construed accordingly.

21.10ERISA-Related Information

Each Obligor shall:

(a)promptly upon written request of the Agent, deliver thereto copies of each annual and other return, report or valuation with respect to each Employee Plan, as filed with any applicable governmental authority;

(b)promptly following receipt thereof and subject to receiving a written request therefor from the Agent, deliver to the Agent copies of:

(i)any documents described in Sections 101(k) or 101(l) of ERISA that any Obligor or any ERISA Affiliate may request with respect to any Multiemployer Plan; and

(ii)any documents described in Section 101(f) of ERISA that any Obligor or any ERISA Affiliate receives with respect to any Multiemployer Plan;

(c)promptly and in any event within 15 Business Days after any Obligor or any ERISA Affiliate knows that an ERISA Event has occurred and that such ERISA Event has or is reasonably likely to have a Material Adverse Effect, deliver to the Agent a statement of the finance director of the Company or other officer acceptable to the Agent (acting reasonably) of such Obligor describing such occurrence and the action, if any, that such Obligor or such ERISA Affiliate has taken and proposes to take with respect thereto; and

(d)promptly and in any event within 15 days after receipt thereof by any Obligor or any ERISA Affiliate, deliver to the Agent copies of each notice from the PBGC stating its intention to terminate any Employee Plan or to have a trustee appointed to administer any Employee Plan if the same has or is reasonably likely to have a Material Adverse Effect.

22.FINANCIAL COVENANTS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

22.1Financial definitions

In this Agreement:

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"Acceptable Bank" means:

(a)any commercial bank or financial institution whose rating of long or short term (as appropriate) unsecured debt instruments in issue (which are neither subordinated nor guaranteed) which meet one or more of the following requirements:

(i)A- by S&P Global Ratings, a division of S&P Global Inc. or Fitch Ratings Ltd (or higher) and/or

(ii)A3 by Moody's Investors Service Limited (or higher);

(b)any Original Lender or any of the Affiliates of any Original Lender; or

(c)any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders).

"Adjusted EBITDA" means, in respect of any period, the consolidated operating profit of the Group determined in accordance with US GAAP for that period (with each adjustment also determined under US GAAP):

(a)before deducting any interest, commission, fees, discounts, prepayment fees, bank fees and other financing fees, premiums or charges and other finance payments whether paid, payable or capitalised by any Group Member (calculated on a consolidated basis) in respect of that period;

(b)not including any accrued interest owing to any Group Member;

(c)after adding back any amount attributable to the amortisation, depreciation or impairment of assets whatsoever of Group Members and taking no account of the reversal of any previous impairment charge made in that period;

(d)before deducting the aggregate of all federal, state and local taxes based on income, profits, gains or revenue, including federal, state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes of such person paid or accrued during such period, including any penalties and interest relating to any tax examinations (including any additions to such taxes, and any penalties and interest with respect thereto);

(e)before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(f)after adding back any costs or expenses incurred by Company or a Group Member pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement;

(g)before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time;

(h)before taking into account any Pension Items;

(i)after adding back the proceeds of any business interruption insurance;

(j)after adding back any scheduled Milestone Payments and Upfront Payments;

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(k)after adding back acquired in-process research and development expense of any assets of the Group;

(l)after adding back (i) any Permitted Royalty Proceeds received and/or (ii) any revenue received in respect of any sales of royalties or royalty receivables in respect of Pipeline Assets;

(m)before taking into account adjustments relating to adjusting provisional fair value measurements for acquired assets and liabilities to their final fair values under the acquisition method of accounting for business combinations;

(n)excluding any non-cash charges or adjustments, including any write-offs or write-downs reducing net income for such period and purchase accounting;

(o)after deducting (to the extent otherwise included) any gain over book value arising in favour of a Group Member in the disposal of any asset (not being any disposals made in the ordinary course of trading) during such period and any gain arising on any revaluation of any asset during such period; and

(p)after adding back (to the extent otherwise deducted) any loss against book value incurred by a Group Member on the disposal of any asset (not being any disposal made in the ordinary course of trading) during such period and any loss arising on any revaluation of any asset during such period,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

"Available Offshore Cash" means, at any time:

(a)any Cash; and

(b)any Cash Equivalent Investments,

in each case, if and to the extent that such Cash and Cash Equivalent Investments are held by the relevant Group Member(s), or credited to one or more than one account(s) located outside of the PRC.

"Cash" means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a Group Member and to which that Group Member is alone (or together with other Group Members) beneficially entitled and for so long as:

(a)that cash is repayable within 90 days after the relevant date of calculation;

(b)repayment of that cash is not contingent on the prior discharge of any indebtedness of any person;

(c)there is no Security over that cash except for any Security constituted by a netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements; and

(d)the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Facilities,

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provided that Cash shall include cash in transit or in tills or payments made by cheques or debit cards or credit cards in favour of any Group Member which are yet to be received in cleared funds ("Cash-In-Transit") if and to the extent that such Cash-In-Transit is treated as "cash" under the balance sheet of the Company as prepared from time to time in accordance with current and/or historical accounting practices of the Company and US GAAP (in which case such Cash-In-Transit shall be included as Cash).

"Cash Equivalent Investments" means, at any time:

(a)time deposit accounts, certificates of deposit, banker's acceptances, money market deposits and other bank deposits maturing within (other than in the case of banker's acceptances) one year or (in the case of banker's acceptances) 180 days after the relevant date of calculation and issued or held by an Acceptable Bank;

(b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, Canada, the United Kingdom, Switzerland, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)receivables under any repurchase agreement entered into between a Group Member (as seller) and an Acceptable Bank (as purchaser) for the obligations of the relevant government described in paragraph (b) above, with maturities of not more than 360 days from the date of such repurchase agreement and for the stated price thereof in such agreement;

(d)commercial paper not convertible or exchangeable to any other security:

(i)for which a recognised trading market exists;

(ii)issued by an issuer incorporated in the United States of America, Canada, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)which matures within one year after the relevant date of calculation; and

(iv)which has a credit rating of either A-1 or higher by S&P Global Ratings or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(e)sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(f)any investment in money market funds which:

(i)have a credit rating of either AAAm or higher by S&P Global Ratings or AAAmmf or higher by Fitch Ratings Ltd or Aaa-mf or higher by Moody's Investors Service Limited;

(ii)invest substantially all their assets in securities of the types described in paragraphs (a) to (e) above; and

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(iii)can be turned into cash on not more than 30 days' notice; or

(g)any other debt security approved by the Majority Lenders,

in each case, to which any Group Member is alone (or together with other Group Member) beneficially entitled at that time and which is not issued or guaranteed by any Group Member or subject to any Security (other than Transaction Security).

"Cashflow" means, in respect of any Relevant Period, Adjusted EBITDA for that Relevant Period after:

(a)adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period;

(b)adding the amount of any cash receipts during that Relevant Period in respect of any Tax rebates, refunds or credits and deducting the amount actually paid or due and payable in respect of Taxes during that Relevant Period by any Group Member (other than, in the case of cash receipts, proceeds to be applied in mandatory prepayment of the Facilities and the subject of any reinvestment rights under this Agreement);

(c)adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not Current Assets or Current Liabilities) and deducting the amount of any non-cash credits (which are not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing Adjusted EBITDA;

(d)adding (to the extent not already taken into account when determining Adjusted EBITDA) the amount of any dividend or other profit distribution received in cash by any Group Member during that Relevant Period from any entity which is itself not a Group Member and deducting (to the extent not already deducted when determining Adjusted EBITDA) the amount of any dividends paid in cash during the Relevant Period to minority shareholders in any Group Member;

(e)adding realised exchange gains and minus realised exchange losses to the extent not taken into account in Adjusted EBITDA to the extent of their cash impact on the Group; and

(f)deducting the amount of any capital expenditure actually made or due to be made in cash during that Relevant Period by any Group Member,

and so that no amount shall be added (or deducted) more than once.

"Cash Interest Cover Ratio" means, in respect of any Relevant Period, the ratio of (i) the beginning cash balance of that Relevant Period plus the Cashflow in respect of that Relevant Period to (ii) the Consolidated Finance Charges for that Relevant Period.

"Consolidated Finance Charges" means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Indebtedness for Borrowed Money paid or payable by any Group Member (calculated on a consolidated basis) in cash in respect of that Relevant Period:

(a)excluding any upfront fees or costs which are included as part of effective interest rate adjustments;

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(b)including the interest (but not the capital) element of payments in respect of any Finance Lease;

(c)excluding any interest cost, capital interest, the amount of any discount amortised, other non-cash charges or expected return on plan assets in relation to any post-employment benefit schemes during the Relevant Period;

(d)including any commission, fees, discounts and/or other finance payments payable by (and deducting any such amounts payable to) any Group Member under any interest rate hedging arrangement;

(e)excluding (for the avoidance of any doubt) any interest in respect of any Permitted Intra-Group Financial Indebtedness;

(f)taking no account of any unrealised gains or losses on any derivative instruments, financial instruments or hedging obligations other than any derivative instruments which are accounted for on a hedge accounting basis (under US GAAP);

(g)excluding the Group's share of finance costs and interests receivable of any Joint Venture; and

(h)excluding amortisation of transaction costs,

and so that no amount shall be added (or deducted) more than once.

"Consolidated Total Net Debt" means, at any time, the aggregate amount of all obligations of the Group for and in respect of Indebtedness for Borrowed Money as determined from the financial statements of the Group prepared in accordance with US GAAP then most recently delivered under paragraph (a) or (b) of Clause 21.1 (Financial statements) but:

(a)(for the avoidance of doubt) not including any such obligations to any Group Member and/or any such obligations under any Permitted Intra-Group Financial Indebtedness; and

(b)deducting the aggregate amount of unrestricted Cash and Cash Equivalent Investments held by any Group Member at that time.

"Contractual Obligations" means, as to any person, any provision of any security issued by such person or of any agreement, instrument or other undertaking to which such person is a party or by which it or any of its property is bound, howsoever described.

"Current Assets" means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each Group Member including prepayments in relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised within twelve months from the date of computation but excluding amounts in respect of:

(a)receivables in relation to Tax;

(b)insurance claims; and

(c)any interest owing to any Group Member.

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"Current Liabilities" means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each Group Member expected to be settled within twelve months from the date of computation but excluding amounts in respect of:

(a)liabilities for Indebtedness for Borrowed Money and Consolidated Finance Charges;

(b)liabilities for Tax;

(c)insurance claims; and

(d)liabilities in relation to dividends declared but not paid by the Company or by a Group Member in favour of a person which is not a Group Member.

"Drug Acquisition" means any acquisition (including any license or any acquisition of any license) of all or any portion of the rights in respect of one or more drugs or pharmaceutical products (and related property and/or assets), whether in development or on market.

"Equity" means, as of any Test Date, the total consolidated shareholders' equity of the Group (minus the amount of the total consolidated shareholders' equity of the Group which is attributable to minority interests) as determined in accordance with the generally accepted accounting principles in the US, but excluding at all times and in all circumstances the amount of any consolidated foreign currency translation adjustment during the period from the date of this Agreement up to and including the final maturity date of the Facilities (as if there were no loans or commitments under this Agreement), as measured by subtracting the cumulative translation adjustment balance as recorded in the financial statements as of that Test Date from the cumulative translation adjustment balance from the financial quarter prior to the date of this Agreement, and provided further that at all times and in all circumstances, no deductions shall be made in respect of:

(a)any Permitted Royalty Receivables Sale (including, for the avoidance of doubt, any Permitted Royalty Proceeds); and/or

(b)any sale of royalties regarding Pipeline Assets,

which in each case are or may otherwise be characterised or classified as debt, liabilities or any other deduction pursuant to, or in accordance with, US GAAP.

"Excluded Items" means:

(a)any indebtedness for or in respect of paragraph (g) of the definition of "Financial Indebtedness";

(b)any liabilities and obligations listed in paragraphs (b), (c) and (d) of the definition of "Indebtedness for Borrowed Money"; and

(c)(if and to the extent included as Financial Indebtedness (other than paragraph (g) of the definition thereof) under US GAAP) any contingent liabilities and obligations in respect of Milestone Payments which may become due and payable by any Group Member.

"Financial Quarter" means each of the four quarterly reporting periods of the Company ending on or about 31 March, 30 June, 30 September and 31 December of each year.

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"Indebtedness for Borrowed Money" means Financial Indebtedness save for, and at all times excluding:

(a)any indebtedness for or in respect of paragraphs (g) or (h) of the definition of "Financial Indebtedness";

(b)the amount of any liabilities and obligations in respect of all and any Cash Management Services if and to the extent that any such liabilities and obligations are not treated as debt under the balance sheet of the Company as prepared from time to time in accordance with (i) current and/or historical accounting practices of the Company and (ii) US GAAP (in which case such liabilities and obligations shall not be included as Financial Indebtedness);

(c)(if and to the extent that any of the following obligations, liabilities or other amounts is not treated as debt under the balance sheet of the Company as prepared from time to time in accordance with current and/or historical accounting practices of the Company and US GAAP (in which case such obligations, liabilities or other amounts shall not be included as Financial Indebtedness)):

(i)contingent obligations incurred in the ordinary course of business;

(ii)any prepayments of deposits received from clients or customers in the ordinary course of business;

(iii)obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the date of this Agreement or in the ordinary course of business;

(iv)in connection with the purchase by any Group Member of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;

(v)any indebtedness under any operating lease;

(vi)any obligations in respect of workers' compensation claims, early retirement or termination obligations, pension related or postemployment related liabilities, obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;

(vii)any joint and several liability or any netting or set-off arrangement arising in each case by operation of law as a result of the existence or establishment of a fiscal unity for corporate income tax or value added tax purposes in any jurisdiction of which the Company or any Subsidiary is or becomes a member;

(viii)any indebtedness represented by shares (except for shares redeemable mandatorily or at the option of the holder prior to the financial maturity date of the Facilities);

(ix)all contingent liabilities under a guarantee, indemnity, bond, standby or documentary letter of credit or other similar instruments unless the underlying liability covered by such instrument has become due and payable and remains unpaid;

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(x)any liabilities and obligations arising under any interest rate hedging transaction or foreign exchange for spot or forward delivery entered into in connection with protection against fluctuation in interest or currency rates where that interest rate exposure arises as a result of the then existing Financial Indebtedness at that time and in the case of foreign exchange, where that exposure arises in the ordinary course of trading, but excluding a foreign exchange transaction for investment or speculative purposes as long as any such transactions are entered into with any Finance Party;

(xi)indebtedness of any other person appearing on the balance sheet of the Company solely by reason of push down accounting under US GAAP;

(xii)liabilities in relation to minority interests; and

(xiii)any Financial Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or person or any Investments relating to a Subsidiary (other than guarantees, indemnification or obligations in respect of Financial Indebtedness incurred by any person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition);

(d)

(i)any Permitted Royalty Proceeds; and

(ii)any revenue received in respect of any sale of royalty or royalty receivables in respect of any Pipeline Assets; and

(e)the amount of any liability in respect of any guarantee for any Financial Indebtedness (if and to the extent that such underlying Financial Indebtedness is already counted towards Indebtedness for Borrowed Money).

"Milestone Payments" means, in respect of any period, payments made pursuant to the Contractual Obligations during that period in connection with any Drug Acquisition or any option or any arrangement with respect to any Drug Acquisition to sellers (or licensors) based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

"Net Leverage Ratio" means, in respect of any Relevant Period, the ratio of:

(a)the greater of (i) Consolidated Total Net Debt as at the end of that Relevant Period and (ii) US$0; to

(b)Adjusted EBITDA in respect of that Relevant Period.

"Pension Items" means any income or charge attributable to a post-employment benefit scheme other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

"Relevant Period" means each period of 12 months ending on a Test Date.

"Test Date" means the last day of each Financial Quarter of the Company.

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"Upfront Payments" means, in respect of any period, any upfront or similar payments made during that period in connection with any drug or pharmaceutical product research and development or collaboration arrangements or the closing of any Drug Acquisition.

"Working Capital" means, on any date, Current Assets minus Current Liabilities.

22.2Financial condition

(a)The Company shall ensure that as at any Test Date, the Net Leverage Ratio in respect of the Relevant Period ending on that Test Date shall not exceed 2.5:1.0.

(b)The Company shall ensure that Equity shall not, at any time, be less than US$2,700,000,000 (or its equivalent in other currencies).

(c)The Company shall ensure that the Cash Interest Cover Ratio for each Relevant Period (ending on each Test Date falling on or after 30 September 2025) shall not be less than 5.0:1.0.

(d)The Company shall ensure that:

(i)the aggregate amount of Financial Indebtedness (including contingent liabilities, if any, but excluding the Excluded Items in all circumstances from Financial Indebtedness) of the Group (on a consolidated basis) shall not at any time exceed US$2,000,000,000 (or its equivalent in other currencies); and

(ii)the aggregate amount of Financial Indebtedness (including contingent liabilities, if any, but excluding the Excluded Items in all circumstances from Financial Indebtedness) of the PRC Group Members (on a consolidated basis) shall not at any time exceed US$500,000,000 (or its equivalent in other currencies).

(e)The Company shall ensure that the aggregate amount of Available Offshore Cash held by the Obligors shall not at any time be less than US$500,000,000 (or its equivalent in other currencies) (or such lower amount the Agent (acting on the instructions of the Majority Lenders) may agree from time to time).

22.3Financial testing

The financial covenants set out in Clause 22.2 (Financial condition) shall be tested by reference to each of the financial statements of the Group delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 21.2 (Compliance Certificate).

23.GENERAL UNDERTAKINGS

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1Authorisations

(a)Each Obligor shall promptly:

(i)obtain, comply with and do all that is necessary to maintain in full force and effect; and

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(ii)supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(A)enable it to perform its obligations under the Finance Documents;

(B)ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document; and

(C)carry on its business where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

(b)Each Obligor shall promptly make the registrations and comply with the other applicable requirements specified in Clause 20.8 (No filing or stamp taxes).

23.2Compliance with laws

(a)Each Obligor shall (and the Company shall ensure that each other Group Member will) comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

(b)Without limiting the generality of paragraph (a) above, in relation to each Facility A Loan and for the benefits of each Lender under Facility A, the Company shall comply with all reporting duties in respect of its intra-Group connection transactions set out in Article 17 of the Guidelines on Risk Management of Group Customer Credit Business of Commercial Banks (Revised 2010) (as amended or supplemented from time to time).

(c)Each Group Member may make any public announcement or disclosure and may file publicly any document with any Governmental Authority or stock exchange upon which its securities are listed, including but not limited to this Agreement and the Finance Documents, that is determined, in their or its sole discretion, as the case may be, to be necessary or appropriate in order to comply with applicable securities laws, any Governmental Authority, or any stock exchange rule to which such Group Member or Group Members may be subject. In making any such announcement, disclosure, or filing, the disclosing party shall take all reasonable precautions as may be necessary and customary to protect commercially sensitive information that is not otherwise mandated to be disclosed.

23.3Pari passu ranking

Each Obligor shall ensure that at all times its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by laws applying to companies generally.

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23.4Negative pledge

In this Clause 23.4, "Quasi-Security" means an arrangement or transaction described in paragraph (b) below.

(a)Subject to paragraph (c) below and Clause 23.30 (Overarching provision), no Obligor shall (and the Company shall ensure that no other Group Member will) create or permit to subsist any Security over any of its assets (including, for the avoidance of doubt and without limitation, any Equity Interests).

(b)Subject to paragraph (c) below and Clause 23.30 (Overarching provision), no Obligor shall (and the Company shall ensure that no other Group Member will):

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor or any Group Member;

(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)enter into or permit to subsist any title retention arrangement;

(iv)enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts;

(v)enter into or permit to subsist any other preferential arrangement having a similar effect; or

(vi)enter into any deemed security interest under section 12(3) of the PPSA which does not secure payment or performance of an obligation,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Paragraphs (a) and (b) above do not apply to:

(i)any Security or Quasi-Security created pursuant to any Finance Document;

(ii)any Security or Quasi-Security over any assets of any Group Member where such assets are situated inside the PRC;

(iii)any Security or Quasi-Security over any Equity Interests in a Permitted Joint Venture, provided that:

(A)the grant of such Security or Quasi-Security is in connection with or related or ancillary to any commercial activities which a Group Member (acting reasonably) considers in good faith to be typical or customary in the lift sciences and/or biotechnology sector;

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(B)the recipient(s) or beneficiary(ies) of such obligations do not have the benefit of any recourse to any Group Member other than:

(1)that Permitted Joint Venture;

(2)the Equity Interests in that Permitted Joint Venture; and

(3)assets of that Permitted Joint Venture; and

(C)(if that Permitted Joint Venture is a Subsidiary (but not a Minority JV) and such obligations are Financial Indebtedness) the incurrence and subsistence of such Financial Indebtedness will not, on a pro forma basis, result in a breach of any of the financial covenants under Clause 22 (Financial Covenants);

(iv)any Security or Quasi-Security listed in Schedule 9 (Existing Security), but only to the extent the principal amount secured by that Security or Quasi-Security does not exceed the amount stated in that Schedule, provided that if any debt secured by any Permitted Security falling under this paragraph (c)(iv) is being refinanced, any Security or Quasi-Security which:

(A)subsists over the same assets that were subject to that Permitted Security immediately prior to such refinancing; and

(B)secures the refinancing debt (if and to the extent that the principal amount of such refinancing debt does not exceed the relevant principal amount stated in Schedule 9 (Existing Security)),

(C)shall constitute Permitted Security under this paragraph (c)(iv);

(v)any netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(vi)any payment or close-out netting or set-off arrangement pursuant to any hedging transaction entered into by a Group Member for the purpose of:

(A)hedging any risk to which any Group Member is exposed in its ordinary course of trading; or

(B)its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

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(vii)any Security or Quasi Security arising from any cash collateral arrangement (including any cash in blocked accounts) in favour of the issuer(s) of letters of credit, bank guarantees or similar credit support instruments where such instruments are issued to support the Core Business of the Group (including any Permitted Joint Ventures, strategic partnerships and/or supply chain arrangements involving Group Member(s) and third parties);

(viii)any Security or Quasi-Security securing any amounts payable by a Group Member under the Cash Management Services;

(ix)any Security or Quasi-Security (including statutory, common law or contractual rights of set-off) arising in connection with any Permitted Cash Pooling (excluding, for the avoidance of doubt, any Security or Quasi-Security under any credit support arrangement which secures obligations of persons that are not Group Members);

(x)any Security or Quasi-Security granted to a financial institution or a clearing house on that financial institution's or clearing house's standard terms and conditions or under applicable law in respect of accounts and banking services;

(xi)any lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

(xii)any Security or Quasi-Security arising under section 12(3) of the PPSA which does not secure any payment obligation or any obligation to perform;

(xiii)any Security or Quasi-Security over or affecting any asset acquired by a Group Member after the date of this Agreement if:

(A)the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a Group Member;

(B)the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Member; and

(C)the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset;

(xiv)any Security or Quasi-Security over or affecting any asset of any person which becomes a Group Member after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that person becomes a Group Member, if:

(A)the Security or Quasi-Security was not created in contemplation of the acquisition of that person;

(B)the principal amount secured has not been increased in contemplation of or since the acquisition of that person; and

(C)the Security or Quasi-Security is removed or discharged within six months of that person becoming a Group Member;

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(xv)any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Member in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any Group Member;

(xvi)any Security or Quasi-Security arising from any escrow arrangement for or in respect of any Royalty Receivables Sale Consideration and/or any Permitted Royalty Proceeds paid and/or payable to any Group Member;

(xvii)any Security or Quasi-Security arising from or granted or provided in relation to any "true sale" arrangement in relation to any Permitted Royalty Receivables Sale (including any Security or Quasi-Security over any royalty payments (the receivables in respect of which are the subject of any Permitted Royalty Receivables Sale) received by any Group Member) and/or any sale of royalties in relation to Pipeline Assets;

(xviii)any Security or Quasi-Security over the assets of Group Member the aggregate book value of which (when aggregated with the aggregate book value of all other assets of the Group Members subject to Security or Quasi-Security falling under this paragraph) does not, in any financial year of the Company, exceed the greater of:

(A)US$367,274,000 (or its equivalent in any other currency or currencies); and

(B)10 per cent. of Consolidated Net Tangible Assets of the Group determined by reference to the most recent annual audited consolidated financial statements of the Company delivered to the Agent pursuant to paragraph (b) of Clause 21.1 (Financial statements) and the Compliance Certificate supplied by the Company with such financial statements (which, as at the date of this Agreement and prior to the first delivery by the Company of its annual audited consolidated financial statements in accordance with paragraph (a) of Clause 21.1 (Financial statements), are the Original Financial Statements of the Company); or

(xix)any Security or Quasi-Security with the prior written consent of the Majority Lenders,

(together, the "Permitted Security").

(d)Subject to Clause 23.30 (Overarching provision), none of the exceptions listed in paragraphs (c)(ii) to (c)(xviii) above shall apply to any Security or Quasi-Security over any of the Restricted Assets (except any lien arising by operation of law and/or (in relation to the New Jersey Property only) any lien arising in the ordinary course of trading).

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23.5Disposals

(a)Subject to paragraph (b) below and Clause 23.30 (Overarching provision), no Obligor shall (and the Company shall ensure that no other Group Member will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, licence, transfer or otherwise dispose of any asset.

(b)Paragraph (a) above does not apply to any sale, lease, licence, transfer or other disposal:

(i)of trading stock made in the ordinary course of trading of the disposing entity;

(ii)of Cash or Cash Equivalent Investments, provided that any such disposal does not result in a breach of any of the financial covenants set out in Clause 22.2 (Financial condition);

(iii)of assets (other than Equity Interests in any person, businesses, Real Property or Intellectual Property) in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose (other than an exchange of a non-cash asset for cash);

(iv)of:

(A)obsolete or redundant vehicles;

(B)plant;

(C)equipment;

(D)Intellectual Property; or

(E)Pipeline Assets and/or non-core assets,

in each case for (including, but not limited to) Cash, Cash Equivalent Investments, Equity Interests, non-cash assets or any other payment in kind or non-cash consideration, whereas "non-core assets" means, at any time, those assets which, in the reasonable opinion of the Company, are not necessary or critical to the core operations of the Core Business of the Group;

(v)of assets (other than Equity Interests in any person, businesses or Intellectual Property) in exchange for other assets reasonably comparable or superior as to type or quality for use in the business;

(vi)of any assets by a Group Member to another Group Member, including (for the avoidance of any doubt) any disposal pursuant to a Permitted Intra-Group Transfer or a Permitted Reorganisation;

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(vii)of any assets to a Permitted Joint Venture, provided that if the assets subject of any disposal comprise any Pipeline Assets and/or any Permitted Royalty Proceeds, the disposal of such Pipeline Assets and/or any Permitted Royalty Proceeds to a Permitted Joint Venture shall be made on arm's length terms and for fair value (determined by the Company acting in good faith) and the consideration for such disposal payable to the relevant Group Member may take the form of (without limitation) Cash, Cash Equivalent Investments, Equity Interests, non-cash assets or any other payment in kind or non-cash consideration);

(viii)constituted by any lease or licence of Real Property either:

(A)by any Group Member in favour of another Group Member; or

(B)by any Group Member in favour of any person (which is not a Group Member) which is on arm's length terms and for fair value (determined by the Company acting in good faith);

(ix)constituted by a licence of Intellectual Property;

(x)of assets compulsorily acquired by any governmental authority which does not have, and is not reasonably likely to have, a Material Adverse Effect;

(xi)arising as a result of any Permitted Security or Permitted Transaction;

(xii)of assets (other than Equity Interests in any person) pursuant to any committed contractual arrangements binding on Group Members existing as at the date of this Agreement, provided that such disposal is disclosed to the OMLAB before the date of this Agreement (unless such disposal is made in the ordinary course of business of the Group, in which case such prior disclosure requirement does not apply);

(xiii)of receivables pursuant to any arrangement entered into by any Group Member for the factoring of receivables for cash payable at about the time of disposal on a non-recourse basis (other than the provision of customary warranties as to title by that Group Member);

(xiv)of Royalty Receivables for Cash, Cash Equivalent Investments, Equity Interests, non-cash assets or any other payment in kind or non-cash considerations to or in favour of any person (which is not a Group Member) pursuant to any Royalty Receivables Sale, provided that:

(A)that Royalty Receivables Sale is made under, in connection with or pursuant to any of the Grandfathered Contracts, provided that the implementation of that Royalty Receivables Sale does not, and could not reasonably be expected to, a Material Adverse Effect; or

(B)(if that Royalty Receivables Sale is not made under, in connection with or pursuant to any of the Grandfathered Contracts) the Royalty Receivables Sale Consideration of that Royalty Receivables Sale (when aggregated with the aggregate Royalty Receivables Sale Consideration of each other Royalty Receivable Sale falling under this paragraph (B)) does not exceed, in any financial year of the Company, an amount equal to the higher of:

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(1)US$50,000,000 (or its equivalent); and

(2)7.50 per cent. of Adjusted EBITDA of the Group determined by reference to the most recent annual audited consolidated financial statements of the Company delivered to the Agent pursuant to paragraph (b) of Clause 21.1 (Financial statements) and the Compliance Certificate supplied by the Company with such financial statements (which, as at the date of this Agreement and prior to the first delivery by the Company of its annual audited consolidated financial statements in accordance with paragraph (a) of Clause 21.1 (Financial statements), are the Original Financial Statements of the Company);

(xv)of assets (other than Equity Interests in any Obligor and other than any Royalty Receivables) for Cash where the higher of the book value and net consideration receivable (when aggregated with the higher of the book value and net consideration receivable in respect of all other assets subject of any disposal falling under this paragraph (xv)) does not exceed, in any financial year of the Company, an amount equal to the higher of:

(A)US$100,000,000 (or its equivalent); and

(B)15 per cent. of Adjusted EBITDA of the Group determined by reference to the most recent annual audited consolidated financial statements of the Company delivered to the Agent pursuant to paragraph (b) of Clause 21.1 (Financial statements) and the Compliance Certificate supplied by the Company with such financial statements (which, as at the date of this Agreement and prior to the first delivery by the Company of its annual audited consolidated financial statements in accordance with paragraph (a) of Clause 21.1 (Financial statements), are the Original Financial Statements of the Company); or

(xvi)as otherwise approved by the Majority Lenders,

(together, the "Permitted Disposals").

(c)Subject to Clause 23.30 (Overarching provision), none of the exceptions listed in paragraphs (b)(i) to (b)(xv) above:

(i)shall apply to a sale, transfer or other disposal of any Restricted Assets;

(ii)(if involving a sale, lease, licence, transfer or other disposal of assets to or in favour of Minority JV(s)) may directly result in the aggregate amount of all Restricted Minority JV Investments made since the date of this Agreement exceeding the Minority JV Cap (it being unconditionally and irrevocably agreed and acknowledged by each Finance Party that any Restricted Minority JV Investments subsisting as at the date of this Agreement shall not be counted towards the Minority JV Cap);

(iii)may permit a sale, transfer or other disposal of any of the Restricted JV Assets to or in favour of a Permitted Joint Venture which is a Group Member (whether for cash consideration or otherwise); or

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(iv)may permit a sale, transfer or other disposal of any of the Restricted Minority JV Assets to or in favour of a Permitted Joint Venture which is a Minority JV (whether for cash consideration or otherwise).

23.6Merger

(a)No Obligor shall (and the Company shall ensure that no other Group Member will) enter into any amalgamation, demerger, merger or corporate reconstruction (a "Reorganisation").

(b)Paragraph (a) above does not apply to:

(i)any sale, lease, transfer or other disposal permitted pursuant to Clause 23.5 (Disposals);

(ii)a Permitted Intra-Group Transfer; and/or

(iii)a Reorganisation on a solvent basis if all of the following conditions are satisfied (a "Permitted Reorganisation"):

(A)no Default is continuing at the time such Reorganisation is entered into or would result from such Reorganisation;

(B)all the financial covenants under Clause 22 (Financial Covenants):

(1)have been fully complied with as at the most recent Test Date immediately before such Reorganisation; and

(2)will be fully complied with, on a pro forma basis (taking into account the impact of such Reorganisation), immediately after the completion of such Reorganisation;

(C)the implementation or completion of such Reorganisation does not have, and is not reasonably likely to have, a Material Adverse Effect; and

(D)either such Reorganisation does not involve any Obligor or if it involves any Obligor:

(1)such Obligor is the surviving entity of such Reorganisation; and

(2)all of the obligations expressed to be binding on or assumed by such Obligor under the Finance Documents shall be and continue to be legal, valid, binding and enforceable as against such Obligor after such Reorganisation.

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(c)Subject to Clause 23.30 (Overarching provision), none of the exceptions under paragraph (b) may result in (I) any of the Restricted JV Assets being transferred to, or invested in, any Permitted Joint Venture which is a Group Member or (II) any of the Restricted Minority JV Assets being transferred to, or invested in, any Permitted Joint Venture which is a Minority JV.

23.7Acquisitions and Joint Ventures

(a)No Obligor shall (and the Company shall ensure that no other Group Member will):

(i)acquire any company, business, assets or undertaking or make any investment; or

(ii)enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture.

(b)Paragraph (a) above does not apply to:

(i)an acquisition or investment (any of such transactions, a "transaction") if all of the following conditions are satisfied (a "Permitted Acquisition"):

(A)no Default is continuing at the time such transaction is made or would result from such transaction;

(B)all the financial covenants under Clause 22 (Financial Covenants):

(1)have been fully complied with as at the most recent Test Date immediately before such transaction; and

(2)will be fully complied with, on a pro forma basis (taking into account the impact of such transaction), immediately after the completion of such transaction;

(C)the implementation or completion of such transaction does not have, and is not reasonably likely to have, a Material Adverse Effect; and

(D)such transaction involves either (1) the acquisition of all or a majority stake in any public limited company or private limited company, undertaking, partnership or similar form of a vehicle thereby resulting in such vehicle becoming a Group Member or (2) a Minority Stake Acquisition,

provided that (for the avoidance of doubt), this paragraph (b)(i) does not apply to entry into or investment in any Joint Venture;

(ii)entry into any Permitted Joint Venture;

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(iii)investment in (including by way of loans to, or subscription of Equity Interests in, and/or any sale, lease, licence, transfer or other contribution or disposal of any assets to) any Permitted Joint Venture, provided that any such investment will not result in (if that Permitted Joint Venture is a Minority JV) the aggregate amount of all Restricted Minority JV Investments made since the date of this Agreement exceeding the Minority JV Cap (it being unconditionally and irrevocably agreed and acknowledged by each Finance Party that any Restricted Minority JV Investments subsisting as at the date of this Agreement shall not be counted towards the Minority JV Cap);

(iv)an acquisition by a Group Member of an asset sold, leased, transferred or otherwise disposed in circumstances constituting a Permitted Disposal, a Permitted Transaction, a Permitted Reorganisation, a Permitted Loan or a Permitted Intra-Group Transfer;

(v)any acquisition of the issued share capital of a limited liability corporation or company (including by way of formation) which:

(A)has not traded prior to the date of such acquisition;

(B)has no actual or contingent, present or future, direct or indirect liability;

(C)(following the completion of such acquisition) will become a Group Member,

(D)and where such acquisition is in line with the Group's Core Business;

(vi)any acquisition of shares in, any investment by way of increasing or contributing to the share capital of, a Group Member, provided that:

(A)no Default is continuing or would result from such acquisition; and

(B)such acquisition is in the ordinary course of the Group's Core Business (including for the purpose of funding a Permitted Acquisition, a Permitted Intra-Group Transfer or a Permitted Reorganisation); or

(vii)a Permitted Reorganisation or a Permitted Intra-Group Transfer.

(c)Subject to Clause 23.30 (Overarching provision), none of the exceptions under paragraph (b) may result in (I) any of the Restricted JV Assets being transferred to, or invested in, any Permitted Joint Venture which is a Group Member or (II) any of the Restricted Minority JV Assets being transferred to, or invested in, any Permitted Joint Venture which is a Minority JV.

23.8Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Group (taken as a whole) from that carried on at the date of this Agreement.

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23.9Intellectual Property

Each Obligor shall (and the Company shall procure that each other Group Member will):

(a)preserve and maintain the subsistence and validity of the Intellectual Property reasonably necessary for the business of the relevant Group Member;

(b)use commercially reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property reasonably necessary for the business of any Group Member in full force and effect and record its interest in that Intellectual Property;

(d)not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any Group Member to use such property; and

(e)not discontinue the use of the Intellectual Property,

in each case, excluding any Pipeline Assets, and where failure to do so, in the case of paragraphs (a) and (b) above, or, in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, has or might reasonably be expected to have a Material Adverse Effect.

23.10Environmental compliance

(a)PropCo shall comply in all material respects with all Environmental Law, obtain and maintain any Environmental Permits and take all reasonable steps in anticipation of any binding future changes to or obligations under Environmental Law or any Environmental Permits, where failure to do so would have a Material Adverse Effect.

(b)If the New Jersey Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, by reason of it being located in an area which has been identified by the Secretary of Housing and Urban Development as a special flood hazard area, the New Jersey Propco (or any other Group Member which is acting on its behalf) shall obtain a flood insurance policy for the New Jersey Property in accordance with the then applicable laws.

23.11Environmental Claims

PropCo shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of:

(a)any Environmental Claim which has been commenced or (to the best of its knowledge and belief) is threatened against PropCo; or

(b)any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against PropCo,

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in each case where such Environmental Claim might reasonably be expected, if determined against PropCo, to have a Material Adverse Effect.

23.12Loans and guarantees

(a)No Obligor shall (and the Company shall ensure that no other Group Member will) make or allow to subsist any loans, grant any credit (save in the ordinary course of business) or give or allow to remain outstanding any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.

(b)The Company shall ensure that no PRC Group Member will give or allow to remain outstanding any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any Non-PRC Person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any Non-PRC Person. For the purpose of this paragraph (b), a "Non-PRC Person" means:

(i)a person which is incorporated or registered in a jurisdiction (other than the PRC); or

(ii)a person the nationality of which is not the PRC.

(c)Paragraph (a) above does not apply to:

(i)any loan made by a Group Member to another Group Member, if and to the extent that the Financial Indebtedness of the debtor arising from such loan constitutes a Permitted Intra-Group Financial Indebtedness;

(ii)any loan or credit constituted by any Cash Pooling, if and for so long as:

(A)no Event of Default is continuing; and

(B)such Cash Pooling is in place in the ordinary course of the Group's Core Business and is for the purpose of facilitating the internal short-term cash management or trading purposes of the Group and/or any members of the Group,

(a Cash Pooling satisfying these requirements, a "Permitted Cash Pooling");

(iii)any trade credit extended by any Group Member to its customers on normal commercial terms and in the ordinary course of its trading activities and the Core Business;

(iv)a loan made to a Permitted Joint Venture, provided that (if that Permitted Joint Venture is a Minority JV):

(A)such loan shall not result in the aggregate amount of all Restricted Minority JV Investments made since the date of this Agreement exceeding the Minority JV Cap (it being unconditionally and irrevocably agreed and acknowledged by each Finance Party that any Restricted Minority JV Investments subsisting as at the date of this Agreement shall not be counted towards the Minority JV Cap); and

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(B)such loan shall be assigned by the relevant Group Member in favour of the Security Agent pursuant to the Intercompany Loan Assignment (English law) and (if and for so long as an Event of Default is continuing) a Transaction Security Document governed by law (other than English law) if required by the Agent (following consultation with its legal advisers);

(v)any guarantee or indemnity given under any Finance Document;

(vi)any guarantee or indemnity given in respect of obligations of a Group Member (including, for the avoidance of doubt, any Permitted Joint Venture which is not a Minority JV), provided that:

(A)if such guarantee or indemnity is given in respect of any underlying Financial Indebtedness of a Group Member, the incurrence or subsistence of such underlying Financial Indebtedness by that Group Member does not, on a pro forma basis, give rise to a breach of any financial covenant under Clause 22 (Financial Covenants); and

(B)the giving or subsistence of such guarantee or indemnity is not otherwise restricted by paragraph (b) above;

(vii)any guarantee or indemnity given in respect of obligations of a Minority JV, provided that the underlying obligations of that Minority JV arise in connection with or related or ancillary to any commercial activities which a Group Member (acting reasonably) considers in good faith to be typical or customary in the life sciences and/or biotechnology sector;

(viii)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c)(v) of Clause 23.4 (Negative pledge) or in respect of a Permitted Cash Pooling, provided that the giving or subsistence of such guarantee is not otherwise restricted by paragraph (b) above; or

(ix)any performance or similar guarantee or bond guaranteeing performance by a Group Member of its obligations under any contract entered into in the ordinary course of the Group's Core Business, provided that:

(A)either:

(1)such obligations do not constitute Financial Indebtedness; or

(2)if such obligations constitute Financial Indebtedness, such Financial Indebtedness is Permitted Financial Indebtedness; and

(B)the giving or subsistence of such performance or similar guarantee or bond is not otherwise restricted by paragraph (b) above.

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(d)None of the exceptions in paragraph (c) (if involving a loan or credit made or granted to, or a guarantee or indemnity given to or for the benefit of, Minority JV(s)) may result in the aggregate amount of all Restricted Minority JV Investments made since the date of this Agreement exceeding the Minority JV Cap (it being unconditionally and irrevocably agreed and acknowledged by each Finance Party that any Restricted Minority JV Investments subsisting as at the date of this Agreement shall not be counted towards the Minority JV Cap).

23.13Financial Indebtedness

(a)No Obligor shall (and the Company shall ensure that no other Group Member will) incur or permit to remain outstanding any Financial Indebtedness.

(b)Paragraph (a) above does not apply to:

(i)any Financial Indebtedness incurred pursuant to any Finance Documents;

(ii)any Permitted Intra-Group Financial Indebtedness;

(iii)any Financial Indebtedness of any Group Member arising under any Treasury Transaction entered into by that Group Member in the ordinary course of its day-to-day business, but not for speculative purposes; or

(iv)any Financial Indebtedness of any Group Member (including any Existing Financial Indebtedness), provided that the incurrence and subsistence of such Financial Indebtedness will not, on a pro forma basis, result in a breach of any of the financial covenants under Clause 22 (Financial Covenants).

23.14Asset preservation

Each Obligor shall (and the Company shall ensure that each other Group Member will):

(a)maintain good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets required to carry out its business as then being conducted by it; and

(b)maintain the Security Assets subject to the PropCo Mortgage and the PropCo Share Pledge, free from all Security except the Transaction Security, any lien arising by operation of law and/or (in relation to the Security Assets subject to the PropCo Mortgage only) any lien arising in the ordinary course of trading.

23.15Ownership and control

(a)The Company shall, at all times, beneficially own and control, directly or indirectly, the entire issued share capital of:

(i)each Original Guarantor;

(ii)BeOne Medicines Guangzhou Biologics Manufacturing Co., Ltd.; and

(iii)BeOne Medicines (Suzhou) Co., Ltd.

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(b)The Company shall ensure that at all times the title to each of the New Jersey Property, the PRC GZ Property and the PRC SZ Property shall be wholly and beneficially held (whether directly or indirectly) by the Company and/or any of its wholly owned Subsidiaries.

(c)For the avoidance of doubt, paragraph (a) above does not and is not intended to preclude any Original Guarantor from entering into or being involved in a Permitted Disposal, Permitted Intra-Group Transfer or a Permitted Reorganisation provided that such Permitted Disposal, Permitted Intra-Group Transfer or (as the case may be) a Permitted Reorganisation will not result in a breach of paragraph (a) above.

23.16Listing status

The Company shall maintain its listing status in at least two of the following jurisdictions:

(a)the US;

(b)Hong Kong; and

(c)the PRC.

23.17Dividends and share redemption

(a)Except as permitted under paragraph (b) below, the Company shall not (and will ensure that no other Group Member will):

(i)declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)repay or distribute any dividend or share premium reserve;

(iii)pay or allow any Group Member to pay any management, advisory or other fee to or to the order of any of the shareholders of the Company; or

(iv)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(b)Paragraph (a) does not apply to:

(i)the payment of a dividend to the Company or any of its wholly-owned Subsidiaries;

(ii)a Permitted Reorganisation or a Permitted Intra-Group Transfer; or

(iii)any repurchase, redemption, defease, retirement or repayment of any of the share capital of a Group Member (collectively, a "Share Redemption") if all of the following conditions are satisfied at the time when such Share Redemption is made:

(A)no Event of Default is continuing or will result from such Share Redemption;

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(B)the Adjusted EBITDA for the immediately preceding three months as at the most recent Test Date was greater than zero;

(C)the aggregate amount of such Share Redemption (when aggregated with each other Share Redemption previously implemented since the date of this Agreement) does not exceed the Share Redemption Basket.

23.18NDRC requirements

Each Obligor shall promptly take such action as a Finance Party may deem necessary or appropriate to maintain and protect the interests of the Finance Parties under the Finance Documents, including the execution of such additional documents and/or delivery of evidence (in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders)) showing the completion of the filing and/or reporting duty under the NDRC Administrative Measures as such Finance Party may reasonably require, in order to ensure that the filing and/or reporting requirements (including any post-drawdown reporting requirements) with the NDRC applicable to the transactions contemplated under the Finance Documents under the NDRC Administrative Measures are duly complied with, without prejudice to any Obligor's other representations and warranties or covenants relating to its compliance with laws and regulations in the Finance Documents.

23.19Other PRC law related undertakings

(a)The Company shall, if required by a Lender under Facility A:

(i)designate one or more bank accounts as its collection account(s);

(ii)notify the Agent of the details of such collection account(s); and

(iii)promptly upon request, provide the Agent (in sufficient copies for all Lenders under Facility A) evidence showing the fund inflows and outflows of that or those collection accounts.

(b)The Company shall cooperate with the Agent and each Lender under Facility A regarding that its on-site inspection in respect of Facility A as may be required under any applicable laws and regulations or by any competent Governmental Agency, provided that (i) reasonable advance notice (taking into account the circumstance in which the need for such inspection arises in practice) shall be given by the Agent and/or a Lender prior to each on-site inspection and (ii) such inspection shall not interfere the Company's day-to-day operation.

23.20Anti-Money Laundering Laws

(a)Each Obligor shall (and the Company shall ensure that each other Group Member will) conduct its businesses in compliance with any applicable anti-bribery laws, Sanctions and Anti-Money Laundering Laws.

(b)The Company shall maintain group policies and procedures reasonably designed to promote and achieve compliance with applicable anti-bribery laws, Sanctions and (if and to the extent required under applicable laws to which it is subject) Anti-Money Laundering Laws.

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23.21Sanctions

The Company shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Group Member, joint venture partner or other Person:

(a)to fund any activities or business of or with any Person, that, at the time of such funding, is the subject of Sanctions, or in any country or territory, that, at the time of such funding, is a Sanctioned Country; or

(b)in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as administrative agent, arranger, issuing bank, lender, underwriter, advisor, investor or otherwise).

23.22Anti-bribery and corruption

(a)Each Obligor shall (and the Company shall ensure that each other Group Member will) ensure that no part of the proceeds of the Loans will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value to any person that could constitute a violation of any Anti-Corruption Laws.

(b)The Company shall, if and to the extent required under applicable laws to which it is subject, maintain in effect group policies and procedures designed to promote compliance by the Company, each other Group Member and their respective directors and officers with any Anti-Corruption Laws.

23.23Compliance with Swiss Non-Bank Rules

(a)Each Swiss Obligor shall ensure that it is in compliance with the Swiss Non-Bank Rules, provided that a Swiss Obligor shall not be in breach of this undertaking if any of the Swiss Non-Bank Rules are violated solely by reason of:

(i)its number of creditors exceeds the limit provided for in either the Swiss 10 Non-Bank Rule or the Swiss 20 Non-Bank Rule solely by reason of a failure by one or more Lenders to comply with their obligations under Clause 25 (Changes to Lenders) or any one or more Lender(s) not being treated as or having lost its status as a Swiss Qualifying Bank or as one (1) creditor only for the purposes of the Swiss Non-Bank Rules other than as a result of any change of law;

(ii)a Lender made an incorrect lender status confirmation pursuant to Clause 14.9 (Lender Status Confirmation) for the purposes of the Swiss Non-Bank Rules;

(iii)a Lender breached the conditions of assignment or transfer pursuant to Clause 25 (Changes to Lenders), other than with the consent of the Obligor; or

(iv)a transfer was made under paragraph (a)(iv) of Clause 25.2 (Conditions of assignment or transfer).

(b)Each Party agrees and acknowledges that (for the avoidance of doubt) none of the Administrative Parties has any duty or obligation to monitor, verify or ensure compliance by the Swiss Obligors of the Swiss Non-Bank Rules.

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23.24Compliance with ERISA

Each Obligor shall (and the Company shall cause each ERISA Affiliate to):

(a)maintain all Employee Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Employee Plan, ERISA, the Code and all other applicable laws; and

(b)make or cause to be made contributions to all Employee Plans in a timely manner and, with respect to Employee Plans, in a sufficient amount to comply with the requirements of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code,

in each case, except to the extent a failure to do so could not reasonably be expected to have a Material Adverse Effect.

23.25Federal Reserve Regulations

No part of the proceeds of any of the Loans will be used for any purpose that entails a violation of, or that is inconsistent with, any provision of Regulations T, U and X.

23.26Guarantor Coverage Requirement

(a)The Company shall ensure that, subject to paragraph (b) below, any Offshore Group Member which is a Relevant Offshore Subsidiary (determined by reference to the then latest consolidated financial statements of the Company and the Compliance Certificate supplied by the Company with such financial statements in accordance with paragraph (a) of Clause 21.1 (Financial statements)) but not yet a Guarantor shall, as soon as reasonably practicable after becoming a Relevant Offshore Subsidiary (and in any event no later than the date falling 60 days after the earlier of (i) the delivery of relevant financial statements pursuant to paragraph (a) of Clause 21.1 (Financial statements) and (ii) the last date by which such relevant financial statements are required to be delivered to the Agent under paragraph (a) of Clause 21.1 (Financial statements) (such date, the "Guarantor Accession Deadline")), become an Additional Guarantor pursuant to Clause 26.2 (Additional Guarantors) such that the Guarantor Coverage Requirement will be complied with no later than the Guarantor Accession Deadline.

(b)If it is unlawful for a Relevant Offshore Subsidiary to become an Additional Guarantor or if a Relevant Offshore Subsidiary's becoming an Additional Guarantor will give rise to personal liability for the directors or other similar officers of that Relevant Offshore Subsidiary or any other legal or binding impediment exists under the laws of any jurisdiction to which a Relevant Offshore Subsidiary is subject (collectively, a "Legal Impediment"):

(i)the Company shall, no later than the Guarantor Accession Deadline by which (but for this provision) the Company would have been obliged to ensure that that Relevant Offshore Subsidiary would become an Additional Guarantor, notify the Agent of the Legal Impediment in a Compliance Certificate;

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(ii)each Obligor shall, and shall procure that the relevant person will, use all reasonable endeavours lawfully available in the circumstances to avoid or (if possible) remove the Legal Impediment, including negotiating with the Agent (acting on the instructions of all Lenders) to agree a limit on the guarantee given by that Relevant Offshore Subsidiary with a view to avoiding or (if possible) removing the Legal Impediment (in which case, the Lenders may (in their discretion), but shall not be obliged to, instruct the Agent to agree a limit on the guarantee if to do so will avoid and/or remove the Legal Impediment); and

(iii)(for so long as the Legal Impediment subsists and it is not possible to avoid or remove the Legal Impediment):

(A)notwithstanding anything to the contrary in the definition of "Relevant Offshore Subsidiary" under Clause 1.1 (Definitions), that Relevant Offshore Subsidiary shall be deemed not to be a "Relevant Offshore Subsidiary" for the purposes of paragraph (a) above (that Material Relevant Subsidiary in such circumstances, a "Disqualified Relevant Offshore Subsidiary"); and

(B)the Company shall ensure that the Guarantor Coverage Requirement will be complied with no later than the Guarantor Accession Deadline by ensuring that one or more Offshore Group Member(s) which is or are Relevant Offshore Subsidiary(ies) will become Additional Guarantor(s) pursuant to Clause 26.2 (Additional Guarantors) in place of the Disqualified Relevant Offshore Subsidiary, as if the Disqualified Relevant Offshore Subsidiary had never been a Relevant Offshore Subsidiary.

23.27Further assurance

(a)Each Obligor shall (and the Company shall procure that each other Group Member will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i)to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii)to confer on the Security Agent or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iii)to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

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(b)Each Obligor shall (and the Company shall procure that each other Group Member shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

23.28Intentionally left blank

23.29Conditions subsequent

If any Finance Document is executed after the delivery of the first Utilisation Request, the Company shall, on or prior to the date of such Finance Document, deliver to the Agent all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders), in relation to any proposed Transaction Obligor (party to that Finance Document). For the avoidance of doubt, references to "Finance Document" in this Clause exclude any Utilisation Request.

23.30Overarching provision

(a)Notwithstanding anything to the contrary in this Agreement, none of the undertakings in Clause 23.4 (Negative pledge), Clause 23.5 (Disposals), Clause 23.6 (Merger) and/or Clause 23.7 (Acquisitions and Joint Ventures) nor the definitions of "Restricted Assets", "Restricted JV Assets" and/or "Restricted Minority JV Interests" shall prohibit in any manner whatsoever or restrict in any manner whatsoever any of the following transactions (the "General Business Transactions"):

(i)the entry into, or the performance of any obligations under, any licencing or distribution arrangements (howsoever described) in relation to the licence, distribution, manufacture, supply and/or clinical trial of Zanubrutinib or Tislelizumab (including at all times and in all circumstances any Intellectual Property rights in relation to Zanubrutinib or Tislelizumab) by any Group Member which are on arm's length terms and for fair value (as determined by the Company in good faith), provided that title to the Intellectual Property rights in relation to Zanubrutinib and Tislelizumab shall at all times be solely owned by the Company and/or any of the Obligors (which are wholly-owned Subsidiaries of the Company) (whether directly or indirectly);

(ii)the lease and/or licence of any Real Property whatsoever constituting a Permitted Disposal falling within paragraph (b)(viii) of Clause 23.5 (Disposals), including (without limitation) the lease and/or licence of the New Jersey Property, the PRC GZ Property and the PRC SZ Property to any person (including, without limitation, in favour of Joint Ventures and/or Minority JVs); and/or

(iii)the entry into, or the performance of any obligations under, any Royalty Receivables Sale in connection with any of the Intellectual Property rights in relation to Zanubrutinib or Tislelizumab, provided that such Royalty Receivables Sale constitutes a Permitted Royalty Receivables Sale,

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(b)If and to the extent that any part of these General Business Transactions constitutes Restricted Minority JV Investments, the Company shall ensure that the entry into or performance of any obligations under such part of these General Business Transactions by any Group Member will not result in the Restricted Minority JV Investments made since the date of this Agreement exceeding the Minority JV Cap (it being unconditionally and irrevocably agreed and acknowledged by each Finance Party that any Restricted Minority JV Investments subsisting as at the date of this Agreement shall not be counted towards the Minority JV Cap).

23.31Change of jurisdiction

The Company shall not change its jurisdiction of incorporation, domicile, registration or establishment.

24.EVENTS OF DEFAULT

Each of the events or circumstances set out in the following sub-clauses of this Clause 24 (other than Clause 24.17 (Acceleration) or Clause 24.18 (Automatic Acceleration Event)) is an Event of Default.

24.1Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)its failure to pay is caused by:

(i)administrative or technical error; or

(ii)a Disruption Event; and

(b)payment is made within five Business Days of its due date.

24.2Financial covenants

Any requirement of Clause 22.2 (Financial condition) is not satisfied.

24.3Other obligations

(a)A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment), Clause 24.2 (Financial covenants) and paragraph (b) below).

(b)In relation to Facility A only, the Company fails to comply with Clause 3.1 (Purpose) or Clause 5.7 (Facility A Loans) or any other requirement in connection with Consigned Disbursement under this Agreement.

(c)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of (i) the Agent giving notice to the Company and (ii) any Transaction Obligor becoming aware of the failure to comply.

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24.4Misrepresentation

(a)Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b)No Event of Default under paragraph (a) above will occur if the circumstances giving rise to the relevant misrepresentation are capable of remedy and are remedied within 15 Business Days of the earlier of (i) the Agent giving notice to the Company and (ii) any Transaction Obligor becoming aware of such circumstances.

24.5Cross default

(a)Any Financial Indebtedness of any Group Member is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any Group Member is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any Group Member is cancelled or suspended by a creditor of any Group Member as a result of an event of default (however described).

(d)Any creditor of any Group Member becomes entitled to declare any Financial Indebtedness of any Group Member due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this Clause 24.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$75,000,000 (or its equivalent in any other currency or currencies).

24.6Insolvency

(a)An Obligor or a Material Offshore Subsidiary is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)The value of the assets of any Obligor or Material Offshore Subsidiary incorporated outside of Switzerland is less than its liabilities (taking into account, if required by the relevant Accounting Principles, contingent and prospective liabilities), if and to the extent it constitutes a trigger for insolvency under applicable law and regulation.

(c)Any Obligor or Material Offshore Subsidiary incorporated in Switzerland is over-indebted.

(d)A moratorium is declared in respect of any indebtedness of any Obligor or Material Offshore Subsidiary.

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24.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any Material Offshore Subsidiary other than:

(A)a solvent liquidation or reorganisation of any Material Offshore Subsidiary which is not an Obligor;

(B)any Permitted Reorganisation; or

(C)a Permitted Intra-Group Transfer;

(ii)a composition or arrangement with any creditor of any Obligor or any Material Offshore Subsidiary, or an assignment for the benefit of creditors generally of any Obligor or any Material Offshore Subsidiary or a class of such creditors;

(iii)the appointment of a liquidator (other than in respect of (A) a solvent liquidation of a Material Offshore Subsidiary which is not an Obligor, (B) any Permitted Reorganisation or (C) a Permitted Intra-Group Transfer), receiver, administrator, administrative receiver, compulsory manager, compulsory administrator, provisional liquidator, receiver and manager, Australian Controller, provisional supervisor or other similar officer in respect of any Obligor or any Material Offshore Subsidiary or any of its assets; or

(iv)enforcement of any Security over any assets of any Obligor or any Material Offshore Subsidiary,

or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) above shall not apply to:

(i)any corporate action, legal proceedings, winding-up petition or other procedure or step which is frivolous or vexatious and is discharged, stayed or dismissed within 45 days of commencement; and/or

(ii)any summons for payment (Zahlungsbefehl) issued against any Obligor or any Material Offshore Subsidiary incorporated in Switzerland against which the relevant Obligor or the relevant Material Offshore Subsidiary has raised an objection (Rechtsvorschlag) for as long as such objection is not set aside (provisorische oder definitive Rechtsöffnung).

24.8Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or Material Offshore Subsidiary having an aggregate value of not less than US$75,000,000 and is not discharged within 45 days from the commencement thereof.

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24.9Ownership of the Obligors

A Guarantor is not or ceases to be a Subsidiary of the Company.

24.10Unlawfulness and invalidity

(a)It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective.

(b)Any obligation or obligations of a Transaction Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents.

(c)Any Finance Document is not or ceases to be in full force and effect or any Transaction Security is not or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

24.11Repudiation

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

24.12Cessation of business

Any Obligor or any Material Offshore Subsidiary suspends or ceases to carry on all or a material part of its business or the business of the Group taken as a whole.

24.13Material adverse change

Any event or circumstance occurs which (individually or together with other events or circumstances) has or is reasonably likely to have a Material Adverse Effect.

24.14ERISA

Any ERISA Event shall have occurred that, when aggregated with any other then existing ERISA Event, has or is reasonably likely to have a Material Adverse Effect.

24.15New Jersey Property

The issuance of a final, conclusive and non-appealable judgment by a court of a competent jurisdiction that will directly result in a forfeiture of the New Jersey Property.

24.16Intercreditor enforcement

The Instructing Group (as defined in the Intercreditor Agreement) gives instructions to the Security Agent to enforce the Common Transaction Security (as defined in the Intercreditor Agreement) (or any part thereof) under the Intercreditor Agreement.

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24.17Acceleration

Subject to Clause 24.18 (Automatic Acceleration Event), on and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders:

(a)by notice to the Company:

(i)without prejudice to the participations of any Lender in any Loans then outstanding:

(A)cancel each Available Commitment of each Lender, whereupon each such Available Commitment shall immediately be cancelled and each Facility shall immediately cease to be available for further utilisation; or

(B)cancel any part of any Commitment (and reduce such Commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly); and/or

(ii)declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii)declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(b)exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

For the avoidance of doubt, even if the Security created under the Transaction Security Documents has become enforceable in accordance with the terms of the Finance Documents, the Security Agent may not enforce or take any action or steps towards enforcement unless it has received instructions from the Instructing Group (as defined in the Intercreditor Agreement) to do so.

24.18Automatic Acceleration Event

If an Event of Default under Clause 24.6 (Insolvency) or Clause 24.7 (Insolvency proceedings) shall occur in a US court of competent jurisdiction (an "Automatic Acceleration Event") in respect of any Obligor incorporated in the United States or the Company, then without notice to the Company or any other person, or any other act by the Agent or any other person, the Total Commitments shall automatically terminate and the principal of the Loans , together with all accrued interest thereon, and all other amounts owed by the Company under the Finance Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.

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SECTION 9 CHANGES TO PARTIES

25.CHANGES TO THE LENDERS

25.1Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the "Existing Lender") may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

25.2Conditions of assignment or transfer

(a)The consent of the Company (which will be given (or not given) in the sole discretion of the Company (acting in good faith)) is required for an assignment or transfer by the Existing Lender, unless such assignment or transfer is to:

(i)a person which is a Swiss Qualifying Bank and which is not a Restricted Transferee;

(ii)another Lender;

(iii)an Affiliate of a Lender, provided that such Affiliate is a Swiss Qualifying Bank and is not a Restricted Transferee; or

(iv)any person (which is not a Restricted Transferee) and such assignment and transfer is made at a time when an Event of Default is continuing,

provided that in each case, any such assignment or transfer would not result in a breach of the Swiss 10 Non-Bank Rule.

(b)A transfer will be effective only if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

(c)An assignment will be effective only if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure and conditions set out in Clause 25.6 (Procedure for assignment) are complied with.

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(d)Each New Lender, by executing the applicable Transfer Certificate or Assignment Agreement to which it is a party, confirms, for the avoidance of doubt, that each of the Agent and the Security Agent has authority to execute on its behalf any amendment or waiver relating to any Finance Document that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the applicable transfer or assignment from the applicable Existing Lender to such New Lender becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as such Existing Lender would have been had it remained a Lender.

25.3Assignment or transfer fee

The New Lender shall, by no later than five Business Days prior to the date on which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$3,500.

25.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Transaction Obligor or the Group;

(iii)the performance and observance by any Transaction Obligor of its obligations under the Finance Documents or any other documents;

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document; or

(v)whether or not the Swiss 10 Non-Bank Rule or the Swiss 20 Non-Bank Rule will be breached as a result of any assignment or transfer,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

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(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Finance Documents or otherwise.

25.5Procedure for transfer

(a)Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender (in triplicate) by no later than five Business Days prior to the proposed Transfer Date. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.

(c)Subject to Clause 25.12 (Pro rata interest settlement), on the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");

(ii)each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii)the Agent, the Security Agent, each Arranger Party, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent and each Arranger Party and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a "Lender".

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(d)The procedure set out in this Clause 25.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

25.6Procedure for assignment

(a)Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer), an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender (in triplicate) by no later than five Business Days prior to the proposed Transfer Date. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)The Agent shall not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the assignment to such New Lender.

(c)Subject to Clause 25.12 (Pro rata interest settlement), on the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released by each Transaction Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.2 (Conditions of assignment or transfer).

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(e)The procedure set out in this Clause 25.6 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of assignment of such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment, release or assumption or each condition of any applicable restriction shall have been satisfied.

25.7Copy of Transfer Certificate, Assignment Agreement or Accordion Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Accordion Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement or Accordion Increase Confirmation.

25.8Existing consents and waivers

A New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any Finance Document prior to the coming into effect of the relevant assignment or transfer to such New Lender.

25.9Exclusion of Agent's liability

In relation to any assignment or transfer pursuant to this Clause 25, each Party acknowledges and agrees that the Agent shall not be obliged to enquire as to the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.

25.10Assignments and transfers to Group Members

A Lender may not assign or transfer to any Group Member or any Affiliate of any Group Member any of such Lender's rights or obligations under any Finance Document, except with the prior written consent of all the Lenders.

25.11Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including:

(a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

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(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

25.12Pro rata interest settlement

(a)If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.5 (Procedure for transfer) or any assignment pursuant to Clause 25.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six-monthly intervals after the first day of that Interest Period); and

(ii)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender;

(B)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.12, have been payable to it on that date, but after deduction of the Accrued Amounts; and

(C)any amendment or waiver that has the effect of changing or which relates to the Accrued Amounts or the date of payment of the Accrued Amounts shall not be made without the prior consent of the Existing Lender.

(b)In this Clause 25.12, references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c)An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 25.12 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

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25.13Exposure transfers

Notwithstanding the restrictions on assignments and transfers under Clause 25.1 (Assignments and transfers by the Lenders), nothing in this Agreement or in any other Finance Document shall restrict any Lender from entering into any arrangement (including any credit default swap, total return swap or other derivative transaction) with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, provided that under such arrangement and at all times throughout the life of such arrangement:

(a)the relationship between that Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of that Lender or a Transaction Obligor) or a similar relationship, provided that, in each case, that the nature of that relationship will under no circumstance permit the other person to acquire any rights or claims against an Obligor under this Agreement at any time;

(b)the other person will (in its capacity as a counterparty under such arrangement) have no proprietary interest in the benefit of this Agreement or in any monies received by that Lender under or in relation to this Agreement; and

(c)the other person will (in its capacity as a counterparty under such arrangement) under no circumstances (other than permitted transfers and assignments under Clause 25.1 (Assignments and transfers by the Lenders) (i) be subrogated to, or substituted in respect of, that Lender's claims under this Agreement; and (ii) have otherwise any contractual relationship with, or rights against, the Company under or in relation to this Agreement.

25.14Universal Succession (Assignments and Transfers)

(a)If a Lender is to be merged with any other person by universal succession, such Lender shall, at its own cost and within 45 days of that merger, furnish to the Agent:

(i)an original or certified true copy of a legal opinion issued by a qualified legal counsel practicing law in its jurisdiction of incorporation confirming that all such Lender's assets, rights and obligations generally have been duly vested in the succeeding entity who has succeeded to all relationships as if those assets, rights and obligations had been originally acquired, incurred or entered into by the succeeding entity; and

(ii)an original or certified true copy of a written confirmation by either the Lender's legal counsel or such other legal counsel acceptable to the Agent and for the benefit of the Agent (in its capacity as agent of the Lenders) that English law and the laws of the jurisdiction in which the Facility Office of such Lender is located recognise such merger by universal succession under the relevant foreign laws,

whereupon a transfer and novation of all such Lender's assets, rights and obligations to its succeeding entity shall have been, or be deemed to have been, duly effected as at the date of the said merger.

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(b)If such Lender, in a universal succession, does not comply with the requirements under this Clause 25.14, the Agent has the right to decline to recognise the succeeding entity and demand such Lender and the succeeding entity to either sign and deliver a Transfer Certificate to the Agent evidencing the disposal of all rights and obligations of such Lender to that succeeding entity, or provide or enter into such documents, or make such arrangements acceptable to the Agent (acting on the advice of the Lender's legal counsel (any legal costs so incurred shall be borne by the relevant Lender)) in order to establish that all rights and obligations of the relevant Lender under this Agreement have been transferred to and assumed by the succeeding entity.

26.CHANGES TO THE OBLIGORS

26.1Assignments and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

26.2Additional Guarantors

(a)Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 ("Know your customer" checks), the Company may request that any of its Subsidiaries become an Additional Guarantor.

(b)A Subsidiary of the Company shall become an Additional Guarantor if:

(i)the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed;

(ii)the Agent shall have completed (and be satisfied with the results of) all necessary "know your customer", anti-money laundering or similar other checks relating to any person that it is required (or deems desirable) to carry out in relation to that Additional Guarantor;

(iii)the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders); and

(iv)at least five days (or such shorter period as agreed between the Company and any Lender) prior to any person becoming an Additional Guarantor, if requested in writing by such Lender, the Company shall cause any such person that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation and has not previously delivered a Beneficial Ownership Certification to deliver a Beneficial Ownership Certification to the Agent (for itself and on behalf of the other Finance Parties).

(c)The Agent shall notify the Company and the Lenders promptly upon being so satisfied under paragraph (b)(iii) above.

(d)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the relevant notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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26.3Resignation of a Guarantor

(a)In this Clause 26.3, "Third Party Disposal" means the disposal of a Guarantor to a person which is not a Group Member where that disposal is permitted under Clause 23.5 (Disposals) or made with the approval of the Majority Lenders.

(b)The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:

(i)that Guarantor is being disposed of by way of a Third Party Disposal and the Company has confirmed this is the case; or

(ii)all the Lenders have consented to the resignation of that Guarantor.

(c)Subject to clause 16.14 (Resignation of a Debtor) of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if the Company (acting reasonably) has confirmed in that Resignation Letter that:

(i)the Guarantor Coverage Requirement is satisfied on the date of the Resignation Letter and shall remain satisfied immediately following the resignation of the relevant Guarantor (such certification to be accompanied by the Company's computation as to compliance to the Guarantor Coverage Requirement, in reasonable detail);

(ii)no Default is continuing or would result from the acceptance of the Resignation Letter;

(iii)no payment is due from that Guarantor under any Finance Document and in its capacity as a Guarantor, and that Guarantor is under no actual or contingent obligations (other than any contingent obligations under Clause 19.1 (Guarantee and indemnity)) and/or any other contingent obligation under any indemnity or similar provision under any Finance Document; and

(iv)the Company shall ensure that any Disposal Proceeds will be applied in accordance with Clause 9.3 (Disposal and Insurance Proceeds).

(d)The resignation of the relevant Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

(e)Each Party acknowledges and agrees that upon a resignation of a Guarantor pursuant to this Clause 26.3, the obligations of each other Obligor under the Finance Documents will be preserved for the benefit of the Finance Parties.

26.4Repetition of Representations

Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary of the Company that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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SECTION 10 THE FINANCE PARTIES

27.ROLE OF THE AGENT AND THE ARRANGER PARTIES

27.1Appointment of the Agent

(a)Each of the Arranger Parties and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents, with express authority to represent various parties in the same matter (Doppel-/Mehrfachvertretung) and with express release from the restrictions regarding self-dealing (Selbstkontrahieren) and/or similar restrictions under any applicable law.

(b)Each of the Finance Parties authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

27.2Instructions

(a)Subject to paragraphs (d) and (e) below, the Agent shall:

(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A)all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;

(B)the relevant Finance Party or group of Finance Parties (as applicable) if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties; and

(C)in all other cases, the Majority Lenders; and

(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b)The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties (as applicable)) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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(d)Paragraph (a) above shall not apply:

(i)where a contrary indication appears in a Finance Document;

(ii)where a Finance Document requires the Agent to act in a specified manner or to take a specified action; or

(iii)in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Finance Parties including, Clause 27.5 (No fiduciary duties) to Clause 27.10 (Exclusion of liability) and Clause 27.13 (Confidentiality).

(e)If giving effect to instructions given by the Majority Lenders would (in the Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 35 (Amendments and Waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.

(f)In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion, the Agent shall do so as it considers in its discretion to be appropriate.

(g)The Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties (including bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(h)Without prejudice to the remainder of this Clause 27.2 (Instructions), in the absence of instructions, the Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.

(i)The Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document.

27.3Duties of the Agent

(a)The duties of the Agent under the Finance Documents are solely mechanical and administrative in nature.

(b)Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c)Without prejudice to Clause 25.7 (Copy of Transfer Certificate, Assignment Agreement or Accordion Increase Confirmation to Company), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Accordion Increase Confirmation.

(d)The Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e)If the Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any other Administrative Party) under this Agreement, it shall promptly notify the other Finance Parties.

(g)The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

27.4Role of the Arranger Parties

Except as specifically provided in the Finance Documents, no Arranger Party has any obligation of any kind to any other Party under or in connection with any Finance Document.

27.5No fiduciary duties

(a)Nothing in any Finance Document constitutes the Agent or any Arranger Party as a trustee or fiduciary of any other person.

(b)No Administrative Party shall be bound to account to any other Finance Party for any sum or the profit element of any sum received by it for its own account.

27.6Business with the Group

Any Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Group Member, any Transaction Obligor or any of their respective Affiliates.

27.7Rights and discretions

(a)The Agent may:

(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)assume that:

(A)any instructions received by it from the Majority Lenders, any Finance Party or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)rely on a certificate from any person:

(A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i)no Default has occurred and no Transaction Obligor or other person is in breach of or default under its obligations under any of the Finance Documents (unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(ii)any right, power, authority or discretion vested in any Party or any group of Lenders or Finance Parties has not been exercised; and

(iii)any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c)The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent, (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e)The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g)Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent or, as the case may be, security trustee under the Finance Documents.

(h)Without prejudice to the generality of paragraph (g) above, the Agent:

(i)may disclose; and

(ii)on the written request of the Company or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Company and to the other Finance Parties.

(i)Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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(j)Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

27.8Responsibility for documentation

No Administrative Party is responsible or liable for:

(a)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by any Administrative Party, a Transaction Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property; or

(c)any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

27.9No duty to monitor

Notwithstanding anything to the contrary expressed or implied in the Finance Documents, no Administrative Party shall be bound to enquire:

(a)whether or not any Default has occurred;

(b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)whether any other event specified in any Finance Document has occurred.

27.10Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable (including for negligence or any other category of liability whatsoever) for:

(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property;

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(iii)without prejudice to the generality of paragraphs (i) to (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)any act, event or circumstance not reasonably within its control; or

(B)the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent, in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Legislation.

(c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d)Nothing in any Finance Document shall oblige any Administrative Party to conduct:

(i)any "know your customer" or other procedures in relation to any person; or

(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Secured Party or for any Affiliate of a Secured Party,

on behalf of any Finance Party and each Finance Party confirms to each Administrative Party that it is solely responsible for any such procedures or checks it is required to conduct and that it may not rely on any statement in relation to such procedures or checks made by any Administrative Party.

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(e)Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Agent, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent, or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

27.11Lenders' indemnity to the Agent

(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 29.10 (Disruption to payment systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b)Subject to paragraph (c) below, the Company shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.

(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to a Transaction Obligor.

27.12Resignation of the Agent

(a)The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Company.

(b)Alternatively, the Agent may resign by giving 30 days' notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the other Finance Parties and the Company) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent.

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(d)If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 27 consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

(e)The retiring Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all pre-agreed costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f)The resignation notice of the Agent shall only take effect upon the appointment of a successor.

(g)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 27 (and any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.

(h)After consultation with the Company, the Majority Lenders may, by giving 30 days' notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Company.

(i)The Agent shall resign in accordance with paragraph (b) above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents:

(i)the Agent fails to respond to a request under Clause 14.7 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to Clause 14.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

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and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

27.13Confidentiality

(a)In acting as agent or trustee for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

(c)The Agent shall not be obliged to disclose to any Finance Party any information supplied to it by the Company or any Affiliates of the Company on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required in relation to any Finance Document.

27.14Relationship with the Lenders

(a)Subject to Clause 25.12 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day; and

(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 31.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 31.2 (Addresses) and paragraph (a)(ii) of Clause 31.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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27.15Credit appraisal by the Lenders

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a)the financial condition, status and nature of each Group Member;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(c)whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party, any Transaction Obligor or any of their respective assets under or in connection with any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(d)the adequacy, accuracy or completeness of the Information Memorandum and any other information provided by any Administrative Party, any other Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)the right or title of any person in or to, or the value or sufficiency of any part of, the Security Property, the priority of any of the Transaction Security or the existence of any Security affecting the Security Property,

and each Secured Party warrants to the Agent that it has not relied on the Agent in respect of any of these matters.

27.16Agent's management time

Any amount payable to the Agent under Clause 17.3 (Indemnity to the Agent), Clause 18 (Costs and Expenses) and Clause 27.11 (Lenders' indemnity to the Agent) shall include the cost of utilising the management time or other resources of the Agent and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 13 (Fees).

27.17Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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27.18Reliance and engagement letters

Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to the Reports or any reports or letters provided by professional advisers and experts (including accountants) in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those Reports, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

28.SHARING AMONG THE FINANCE PARTIES

28.1Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 29 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 29 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 29.5 (Partial payments).

28.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 29.5 (Partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

28.3Recovering Finance Party's rights

(a)On a distribution by the Agent under Clause 28.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Transaction Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

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28.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b)as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

28.5Exceptions

(a)This Clause 28 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 28, have a valid and enforceable claim against the relevant Transaction Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11 ADMINISTRATION

29.PAYMENT MECHANICS

29.1Payments to the Agent

(a)On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Agent, in each case, specifies.

29.2Distributions by the Agent

(a)Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to a Transaction Obligor) and Clause 29.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

(b)The Agent shall distribute payments received by it in relation to all or any part of a Loan to the Lender indicated in the records of the Agent as being so entitled on that date provided that the Agent is authorised to distribute payments to be made on the date on which any transfer becomes effective pursuant to Clause 25 (Changes to the Lenders) to the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.

29.3Distributions to a Transaction Obligor

The Agent may (with the consent of the Transaction Obligor or in accordance with Clause 30 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

29.4Clawback and pre-funding

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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(b)Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c)If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Company before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Company:

(i)the Company shall on demand refund it to the Agent; and

(ii)the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Company, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

29.5Partial payments

(a)If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and other amounts owing to, the Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Agent shall, if so directed by all Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above. Any such variation may include the re-ordering of obligations set out in any such paragraph.

(c)Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.

29.6No set-off by Transaction Obligors

All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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29.7Business Days

(a)Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

29.8Currency of account

(a)Subject to paragraphs (b) to (e) below, US dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b)A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than US dollars shall be paid in that other currency.

29.9Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

29.10Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

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(a)the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 35 (Amendments and Waivers);

(e)the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 29.10; and

(f)the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

29.11Amounts paid in error

(a)If the Agent pays an amount to another Party under the Finance Documents and the Agent notifies that Party that such payment was an Erroneous Payment, then such Party to whom that amount was so paid by the Agent shall on demand, refund the same to the Agent.

(b)Neither:

(i)the obligations of any Party to the Agent; nor

(ii)the remedies of the Agent,

whether arising under this Clause 29.11 or otherwise which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Agent or any other Party).

(c)All payments to be made by a Party to the Agent (whether made pursuant to this Clause 29.11 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(d)In this Agreement, "Erroneous Payment" means a payment of an amount by the Agent to another Party under any Finance Document which the Agent determines (in its sole discretion) was made in error.

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30.SET-OFF

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

31.NOTICES

31.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may, subject to Clause 31.5 (Electronic communication), be made by electronic mail ("e-mail"), fax or letter.

31.2Addresses

The e-mail address, address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)in the case of the Company and each other Original Guarantor, that identified with its name below;

(b)in the case of each Lender or any Additional Guarantor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c)in the case of the Agent and the Security Agent, that identified with its name below,

or any substitute e-mail address, address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

31.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)if by way of e-mail, only when received in legible form by at least one of the specified email addresses of the person(s) to whom such communication or document is made or delivered;

(ii)if by way of fax, only when received in legible form; or

(iii)if by way of letter, only when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, (in the case of paragraph (ii) or (iii) only) if a particular department or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department or officer.

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(b)Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if (if by way of e-mail) it is sent to the correct e-mail address(es) or (if by way of fax or letter) it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

(c)All notices from or to a Transaction Obligor shall be sent through the Agent.

(d)Any communication or document made or delivered to the Company in accordance with this Clause 31 will be deemed to have been made or delivered to each of the Transaction Obligors.

(e)Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5 p.m. in the place of receipt shall be deemed only to become effective on the following day.

31.4Notification of e-mail address, address and fax number

Promptly upon changing its e-mail address, address or fax number, the Agent shall notify the other Parties.

31.5Electronic communication

(a)Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including by way of posting to a secure website) if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)Any such electronic communication or delivery as specified in paragraph (a) above to be made between a Transaction Obligor and a Finance Party or between the Agent and any other Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c)Any such electronic communication or delivery as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

(d)Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

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(e)Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 31.5.

31.6English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so expressly requested by the Agent in writing, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

32.CALCULATIONS AND CERTIFICATES

32.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

32.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

32.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

33.PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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34.REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

35.AMENDMENTS AND WAIVERS

35.1Intercreditor Agreement

This Clause 35 is subject to the terms of the Intercreditor Agreement.

35.2Required consents

(a)Subject to Clause 35.3 (All Lender matters) and Clause 35.4 (Other exceptions), any term of the Finance Documents (other than any Fee Letter) may be amended or waived only with the consent of the Majority Lenders and the Transaction Obligor(s) party thereto and any such amendment or waiver will be binding on all Parties.

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 35.

(c)Paragraph (c) of Clause 25.12 (Pro rata interest settlement) shall apply to this Clause 35.

35.3All Lender matters

(a)Subject to Clause 35.5 (Changes to reference rate) and paragraphs (b) and (c) of Clause 35.4 (Other exceptions), an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(i)the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)an extension to the date of payment of any amount under the Finance Documents (other than the Extension);

(iii)a reduction in any Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)a change in currency of payment of any amount under the Finance Documents;

(v)an increase in any Commitment (other than pursuant to Clause 2.2 (Accordion Option)), an extension of any Availability Period (other than pursuant to, or as a result of, the Extension) or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility;

(vi)a change to the Company or Guarantors other than in accordance with Clause 26 (Changes to the Obligors);

(vii)any provision which expressly requires the consent of all the Lenders;

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(viii)Clause 2.3 (Finance Parties' rights and obligations), Clause 5.1 (Delivery of a Utilisation Request), Clause 9.1 (Illegality), Clause 9.2 (Change of control), Clause 9.9 (Application of prepayments), Clause 23.31 (Change of jurisdiction), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors), Clause 28 (Sharing among the Finance Parties), Clause 29.5 (Partial payments), this Clause 35, Clause 44 (Governing law), or Clause 45.1 (Jurisdiction of English courts);

(ix)the nature or scope of or the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnity) or of any Transaction Security;

(x)the definition of "Anti-Corruption Laws", "Anti-Money Laundering Laws", "Sanctions" or "Sanctioned Country", or Clause 20.22 (Anti-Money Laundering Laws), Clause 20.23 (Sanctions), Clause 20.24 (Anti-bribery and corruption), Clause 23.20 (Anti-Money Laundering Laws), Clause 23.21 (Sanctions) or Clause 23.22 (Anti-bribery and corruption);

(xi)the manner in which the proceeds of enforcement of the Transaction Security are distributed; or

(xii)any subordination of (A) the Security Agent's security interest in any Transaction Security to any security interest securing any other indebtedness (other than the Secured Obligations) or (B) any contractual right of payment in respect of any amount payable under the Finance Documents to any other indebtedness,

shall not be made without the prior consent of all the Lenders.

(b)The Company and an Administrative Party may amend or waive a term of a Fee Letter to which they are a party.

35.4Other exceptions

(a)An amendment or waiver which relates to the rights or obligations of any Administrative Party may not be effected without the consent of that Administrative Party.

(b)If an amendment or waiver:

(i)is a Limited Adjustment and/or a related Consequential Amendment; or

(ii)otherwise (1) relates only to the rights or obligations applicable to a particular Utilisation or Facility or a particular class of Lender; and (2) does not adversely affect the rights or interests of Lenders in respect of any other Utilisation or Facility or another class of Lender,

(in either case, a "Special Amendment Matter"), then such amendment or waiver may be made in accordance with this Clause 35 but as if references in this Clause 35 to the specified proportion of Lenders (including, for the avoidance of doubt, all the Lenders) whose consent would, but for this paragraph (b), be required for that amendment or waiver were to that proportion of:

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(A)(in the case of paragraph (b)(i) above) each of the Affected Lenders in relation to that Limited Adjustment and/or that related Consequential Amendment; or

(B)(in the case of paragraph (b)(ii) above) those Lenders which participate in that particular Utilisation or Facility or form part of that particular class.

(c)In this Agreement:

(i)"Affected Lender" means, in relation to a Limited Adjustment or any Consequential Amendment, each Lender whose Commitment is subject to an extended Availability Period, to whom any amount is owing in respect of which the date of payment is being extended or which is being reduced or whose Margin, fee or commission is being reduced, which is owed any amount, which is subject to a change in currency.

(ii)"Consequential Amendment" means, in relation to a Limited Adjustment, any amendment or waiver (excluding changes to, the taking of or release coupled with the retaking of any Transaction Security or any guarantee and/or indemnity granted under Clause 19 (Guarantee and Indemnity) and changes to and/or additional intercreditor arrangements) of, or in relation to, any Finance Document consequential on, or required to implement or effect or reflect, that Limited Adjustment.

(iii)"Limited Adjustment" means an amendment or waiver that results in, or is intended to result in:

(A)the extension of the Availability Period for a particular Facility;

(B)an extension to the date of payment of any amount under the Finance Documents (other than the Extension);

(C)a reduction in any Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(D)a change in currency of payment of any amount under the Finance Documents; or

(E)a redenomination of the Commitments under a Facility or participation of any Finance Party into another currency.

35.5Changes to reference rates

(a)Subject to Clause 35.4 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate in respect of any Facility, any amendment or waiver which relates to:

(i)providing for the use of a Replacement Reference Rate in place of that Published Rate; and

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(ii)

(A)aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)implementing market conventions applicable to that Replacement Reference Rate;

(D)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.

(b)In this Clause 35.5:

"Published Rate" means:

(a)    LPR;

(b)    Overnight SOFR; or

(c)    Term SOFR for any Quoted Tenor.

"Published Rate Replacement Event" means, in relation to a Published Rate:

(a)    the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Company, materially changed;

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(b)

(i)

(A)    the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)    information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(ii)    the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii)    the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued;

(iv)    the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(v)    in the case of Term SOFR for any Quoted Tenor for US dollars, the supervisor of the administrator of Term SOFR makes a public announcement or publishes information stating that Term SOFR for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor);

(c)    the administrator of that Published Rate determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)    the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Company) temporary; or

(ii)    that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than 30 days; or

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(d)    in the opinion of the Majority Lenders and the Company, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Replacement Reference Rate" means a reference rate which is:

(a)    formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)    the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(ii)    any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (a) above;

(b)    in the opinion of the Majority Lenders and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

(c)    in the opinion of the Majority Lenders and the Company, an appropriate successor to a Published Rate.

35.6Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver or amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 15 Business Days of that request being made, unless the Company and the Agent agree to a longer time period in relation to such request:

(a)its Commitments shall not be included for the purpose of calculating the Total Commitments under the relevant Facility(ies) when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b)its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

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35.7Replacement of Non-Consenting Lender

(a)If any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below), then the Company may, on 10 Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a "Replacement Lender") which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.12 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)The replacement of a Lender pursuant to this Clause 35.7 shall be subject to the following conditions:

(i)the Company shall have no right to replace the Agent or Security Agent;

(ii)neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;

(iii)such replacement must take place no later than 90 days after the date on which that Lender is deemed a Non-Consenting Lender;

(iv)in no event shall the Lender replaced under this Clause 35.7 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v)the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer.

(c)A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

(d)In the event that:

(i)the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(ii)the consent, waiver or amendment in question requires the approval of all the Lenders; and

(iii)Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

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then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

35.8Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Available Commitment, in ascertaining:

(i)the Majority Lenders; or

(ii)whether:

(A)any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the relevant Facility/ies; or

(B)the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,

that Defaulting Lender's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

(b)For the purposes of this Clause 35.8, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

35.9Replacement of a Defaulting Lender

(a)The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days' prior written notice to the Agent and such Lender:

(i)replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

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(ii)require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Facility B1 Commitment of that Lender; or

(iii)require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of Facility B1,

to an Eligible Institution (a "Replacement Lender") which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

(A)in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.12 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or

(B)in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in sub-paragraph (A) above.

(b)Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 35.9 shall be subject to the following conditions:

(i)the Company shall have no right to replace the Agent or Security Agent;

(ii)neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii)the transfer must take place no later than 90 days after the notice referred to in paragraph (a) above;

(iv)in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v)the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

(c)The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

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36.CONFIDENTIAL INFORMATION

36.1Confidentiality

(a)Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 36.2 (Disclosure of Confidential Information) and Clause 36.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

(b)For the avoidance of doubt, nothing in this Clause 36 shall prohibit any person from voluntarily disclosing or providing any Confidential Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organisation (any such entity, a "Regulatory Authority") to the extent that any such prohibition on disclosure set forth in this Clause 36 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

36.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, service providers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation, or to any direct, indirect, actual or prospective counterparty (and its advisors) to any swap, derivative or securitisation transaction in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including any person appointed under paragraph (b) of Clause 27.14 (Relationship with the Lenders));

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(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or (other than disclosure of any information of the kind referred to in sections 275(1) and 275(4) of the PPSA (unless section 275(7) of the PPSA applies)) pursuant to any applicable law or regulation;

(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes or in connection with, or for the purposes of, any preservation or enforcement of any right or remedy under any Finance Document or any Transaction Security;

(vii)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.11 (Security over Lenders' rights);

(viii)who is a Party or a Transaction Obligor;

(ix)who is a credit insurance provider relating to the Obligors and their obligations; or

(x)with the consent of the Company,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to paragraphs (b)(i), (b)(ii), (b)(iii) and (b)(ix) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; or

(C)in relation to paragraphs (v), (vi) and (vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

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(c)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

36.3Disclosure to numbering service providers

(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i)names of Transaction Obligors;

(ii)country of domicile of Transaction Obligors;

(iii)place of incorporation of Transaction Obligors;

(iv)date of this Agreement;

(v)Clause 44 (Governing law);

(vi)the names of the Administrative Parties;

(vii)date of each amendment and restatement of this Agreement;

(viii)amounts of, and names of, the Facilities (and any tranches);

(ix)amount of Total Commitments;

(x)currencies of the Facilities;

(xi)type of Facilities;

(xii)ranking of Facilities;

(xiii)Final Repayment Date for the Facilities;

(xiv)changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv)such other information agreed between such Finance Party and the Company,

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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)The Company represents that none of the information set out in paragraphs (a)(i) to (a)(xv) above is, nor will at any time be, unpublished price-sensitive information.

(d)The Agent shall notify the Company and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Transaction Obligors; and

(ii)the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Transaction Obligors by such numbering service provider.

36.4Entire agreement

This Clause 36 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

36.5Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

36.6Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 36.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 36.

36.7Continuing obligations

The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

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(a)the date on which all amounts payable by the Transaction Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

37.CONFIDENTIALITY OF FUNDING RATES

37.1Confidentiality and disclosure

(a)The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

(b)The Agent may disclose:

(i)any Funding Rate to the Company pursuant to Clause 10.4 (Notification of rates of interest); and

(ii)any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(c)The Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

(i)any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

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(iii)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)any person with the consent of the relevant Lender.

37.2Related obligations

(a)The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b)The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i)of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 37.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii)upon becoming aware that any information has been disclosed in breach of this Clause 37.

37.3No Event of Default

No Event of Default will occur under Clause 24.3 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 37.

38.USA PATRIOT ACT

Each Lender hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, such Lender is required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the USA Patriot Act.

39.COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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40.PPSA EXCLUSIONS

(a)Where any Secured Party has a security interest (as defined in the PPSA) under any Finance Document, to the extent the law permits:

(i)for the purposes of Sections 115(1) and 115(7) of the PPSA:

(A)each Secured Party with the benefit of the security interest need not comply with Sections 95, 118, 121(4), 125,130, 132(3)(d) or 132(4) of the PPSA; and

(B)Sections 142 and 143 of the PPSA are excluded;

(ii)for the purposes of Section 115(7) of the PPSA, each Secured Party with the benefit of the security interest need not comply with Sections 132 and 137(3);

(iii)each party waives its right to receive from any Secured Party any notice required under the PPS Law (including a notice of a verification statement);

(iv)if the PPS Law is amended to permit the parties to agree not to comply with or to exclude other provisions of the PPS Law, the Agent may request to the Obligors and the Secured Parties (such agreement not to be unreasonably withheld or delayed) that any of these provisions is excluded, or that the Secured Parties need not comply with any of these provisions; and

(v)if a Secured Party with the benefit of a security interest exercises a right, power or remedy in connection with it, that exercise is taken not to be an exercise of a right, power or remedy under the PPS Law unless the Secured Party states otherwise at the time of exercise. However, this paragraph (v) does not apply to a right, power or remedy which can only be exercised under the PPS Law.

This does not affect any rights a person has or would have other than by reason of the PPS Law and applies despite any other clause in any Finance Document.

(b)Whenever the Agent (acting on the instructions of the Majority Lenders) reasonably requests an Obligor to do anything:

(i)to ensure any Finance Document (or any Security under any Finance Document) is fully effective, enforceable and perfected with the contemplated priority;

(ii)for more satisfactorily assuring or securing to the Secured Parties the property the subject of any such Security in a manner consistent with the Finance Documents; or

(iii)for aiding the exercise of any power in any Finance Document,

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the Obligor shall do it promptly at its own cost. This may include obtaining consents, signing documents, getting documents completed and signed and supplying information, delivering documents and evidence of title and executed blank transfers, or otherwise giving possession or control with respect to any property the subject of any Security.

41.COMPLIANCE WITH FINANCIAL CRIME OR SANCTIONS REGIME

(a)In connection with HSBC Group's commitment to comply with all applicable financial crime or sanctions regimes, the Agent and any affiliate or subsidiary of HSBC Holdings Plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the "Relevant Requirements"). Such action may include but is not limited to:

(i)screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;

(ii)delaying or preventing the processing of instructions or transactions or the Agent's performance of its obligations under this Agreement;

(iii)the blocking of any payment; or

(iv)requiring the relevant party to enter into a financial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group and to the relevant party.

(b)Where possible and permitted, the Agent will endeavour to notify the relevant party of the existence of such circumstances. To the extent permissible by law, neither the Agent nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the Agent or any other member of the HSBC Group to comply with any Relevant Requirements.

(c)In this Clause 41, "HSBC Group" means HSBC Holdings PLC together with its subsidiary undertakings from time to time.

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42.DATA PRIVACY

(a)The Agent and the Security Agent may collect, use and disclose personal data about each of the Obligors and/or other Finance Parties (if it is an individual) or individuals associated with each of the Obligors and/or Finance Parties (whether or not it is an individual), so that the Agent and the Security Agent can carry out its obligations to the Obligors and/or, as the case may be, Finance Party and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance, and the marketing by the Agent or the Security Agent (as the case may be) or members of the HSBC Group of other services. The Agent or the Security Agent (as the case may be) may also transfer the personal data to any country (including countries outside where the Agent or the Security Agent (as the case may be) provides the services to be provided under the terms of this Agreement where there may be less stringent data protection laws) to process information on the Agent's or the Security Agent's (as the case may be) behalf. Wherever it is processed by the Agent or the Security Agent (as the case may be) or its agents or delegates within the HSBC Group, the personal data will be protected by security measures and a degree of care to which all members of the HSBC Group and their staff are subject and will only be used in accordance with the Agent's or the Security Agent's (as the case may be) instructions.

(b)In this Clause 42, "HSBC Group" means HSBC Holdings PLC together with its subsidiary undertakings from time to time.

43.SECURITIES AND FUTURES ORDINANCE

(a)Notwithstanding anything in any Finance Document to the contrary, the Security Agent shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of Part 1 of Schedule 5 of The Securities and Futures Ordinance (the "SFO"), unless it is authorised under the SFO to do so.

(b)The Security Agent shall have the discretion at any time:

(i)to delegate any of the functions which fall to be performed by an authorised person under the SFO to any other agent or person which also has the necessary authorisations and licences; and

(ii)to apply for authorisation under the SFO and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so.

(c)Each Obligor by way of security for its obligations under this Agreement irrevocably appoints the Security Agent to be its attorney to do anything which the Obligor has authorised the Security Agent or any other Party to do under this Agreement or is itself required to do under this Agreement but has failed to do (and the Security Agent may delegate that power on such terms as it sees fit).

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SECTION 12 GOVERNING LAW AND ENFORCEMENT

44.GOVERNING LAW

This Agreement and all non-contractual obligations arising out of or in connection with this Agreement are governed by English law.

45.ENFORCEMENT

45.1Jurisdiction of English courts

(a)The courts of England sitting in London have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement (a "Dispute").

(b)The Parties agree that the courts of England sitting in London are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

45.2Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(a)irrevocably appoints BeOne Medicines UK, Ltd. of Regus - London, Paddington, 2 Kingdom Street, London, United Kingdom, W2 6BD as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

Each Obligor expressly agrees and consents to the provisions of this Clause 45.2.

45.3Waiver of immunities

Each Obligor irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a)suit;

(b)jurisdiction of any court;

(c)relief by way of injunction or order for specific performance or recovery of property;

(d)attachment of its assets (whether before or after judgment); and

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(e)execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

45.4Recognition of Hong Kong Stay Powers

(a)Notwithstanding anything to the contrary in this Agreement or any other Finance Document or any other agreement, arrangement or understanding between the Parties relating to this Agreement, each of the Parties (other than any Excluded Counterparties) expressly agrees to be bound by any suspension of any termination right in relation to this Agreement imposed by the Resolution Authority in accordance with section 90(2) of the Financial Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong, to the same extent as if this Agreement was governed by the laws of Hong Kong.

(b)For the purpose of this Clause 45.4:

"Excluded Counterparty" means any Party which is (i) a financial market infrastructure; (ii) the Hong Kong Monetary Authority; (iii) the Government of the Hong Kong Special Administrative Region; (iv) the government of a jurisdiction other than Hong Kong; or (v) the central bank of a jurisdiction other than Hong Kong; and

"Resolution Authority" means the resolution authority in Hong Kong in relation to a banking sector entity from time to time, which is currently the Hong Kong Monetary Authority.

45.5Contractual recognition of bail-in

(a)Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i)any Bail-In Action in relation to any such liability, including (without limitation):

(A)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(B)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(C)a cancellation of any such liability; and

(ii)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

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(b)For the purpose of this Clause 45.5:

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Write-down and Conversion Powers" means:

(d)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(e)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

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(f)in relation to any other applicable Bail-In Legislation:

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that Bail-In Legislation.

46.ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFC

To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the Parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support:

(a)In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the Parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Clause 46, the following terms have the following meanings:

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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"Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

47.WAIVER OF JURY TRIAL

EACH OF THE PARTIES TO THIS AGREEMENT AGREES TO WAIVE IRREVOCABLY ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN THIS AGREEMENT. This waiver is intended to apply to all Disputes. Each party acknowledges that (a) this waiver is a material inducement to enter into this Agreement, (b) it has already relied on this waiver in entering into this Agreement and (c) it will continue to rely on this waiver in future dealings. Each party represents that it has reviewed this waiver with its legal advisers and that it knowingly and voluntarily waives its jury trial rights after consultation with its legal advisers. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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EXECUTION PAGES

THE COMPANY

BEONE MEDICINES AG

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES UK, LTD.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES US HOLDINGS, LLC

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES I GMBH

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES (HONG KONG) CO., LIMITED

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

Signed by BEONE MEDICINES AUS PTY LTD (ACN 164 802 037) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Adam Lindsay Roach	/s/ Rodney Alan Whittington
Signature of director	Signature of director/secretary
Adam Lindsay Roach	Rodney Alan Whittington
Name of director (print)	Name of director/secretary (print)

Address: [...***...] Fax: [...***...] Attention: [...***...]THE ORIGINAL GUARANTOR

BG NC 1, LTD.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BG NC 2, LTD.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES HOPEWELL URBAN RENEWAL, LLC

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES US MANUFACTURING CO., INC.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES TREASURY LTD.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE ORIGINAL GUARANTOR

BEONE MEDICINES USA, INC.

By:     /s/ Aaron Rosenberg                         Name:    Aaron Rosenberg Title:    Authorised Signatory

By: [...***...] Address: [...***...] Fax: [...***...] Attention: [...***...]

THE GLOBAL COORDINATOR

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:     /s/ Jeff Lim                         Name:    Jeff Lim Title:    Head of Loans Origination, Hong Kong Leveraged & Acquisition Finance Global     Banking

Address: [...***...]

Fax: N/A

Attention: [...***...]

OMLAB

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:     /s/ Jeff Lim                         Name:    Jeff Lim Title:    Head of Loans Origination, Hong Kong Leveraged & Acquisition Finance Global     Banking

Address: [...***...]

Fax: N/A

Attention: [...***...]

MLAB

CHINA MERCHANTS BANK GUANGZHOU BRANCH

招商银行股份有限公司广州分行

By: /s/ 李骅

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

INDUSTRIAL BANK CO., LTD SHANGHAI BRANCH (A JOINT STOCK COMPANY INCORPORATED IN P.R.C. WITH LIMITED LIABILITY)

By: /s/ 柯楷

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

CHINA CITIC BANK SUZHOU BRANCH (INCORPORATED IN CHINA WITH LIMITED LIABILITY)

By: /s/ 张凯

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLAB

CHINA MINSHENG BANKING CORP., LTD. SHANGHAI PILOT FREE TRADE ZONE BRANCH

By: /s/ 张波

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (INCORPORATED IN IRELAND LIMITED BY SHARES)

By:     /s/ Christopher Coney                         Name:    Christopher Coney Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

BNP PARIBAS

By:     /s/ Nicolas Doche                         Name:    Nicolas Doche Title:    Vice President

By:     /s/ Marine Ausset                         Name:    Marine Ausset Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	N/A
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NIEDERLASSUNG DEUTSCHLAND

By:     /s/ Eugenia Rubio                         Name:    Eugenia Rubio Title:    Executive Director

By:     /s/ Miriam Rodriguez-Carreño                         Name:    Miriam Rodriguez-Carreño Title:    Executive Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	N/A
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLAB

DBS BANK (HONG KONG) LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY)

By:     /s/ Ong Yong Hong                         Name:    Ong Yong Hong Title:    Executive Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLAB

MORGAN STANLEY SENIOR FUNDING, INC.

By:     /s/ Michael King                         Name:    Michael King Title:    Vice President

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLAB

TRUIST BANK

By:     /s/ Katie Lundin                     Name:    Katie Lundin

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Operational contact:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Operational email:	[...***...]
Secondary Contact:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Operational email:	[...***...]
Notice E-mail:	[...***...]
Fax (preferred):	[...***...]

MLAB

U.S. BANK NATIONAL ASSOCIATION

By:     /s/ Ryan Black                         Name:    Ryan Black Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLAB

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. HUANGPU SUB-BRANCH

By: /s/ 杨华林

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLA

CITICORP NORTH AMERICA, INC.

By:     /s/ Lawrence R. Martin                         Name:    Lawrence R. Martin Title:    Managing Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLA

GOLDMAN SACHS BANK USA

By:     /s/ Nicholas Merino                         Name:    Nicholas Merino

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLA

HANG SENG BANK LIMITED

By:     /s/ Kevin Wong Hung-kwan                         Name:    Kevin Wong Hung-kwan

By:     /s/ Serena Mak                     Name:    Serena Mak

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLA

JPMORGAN CHASE BANK, N.A.

By:     /s/ Sebastian Leszczuk                         Name:    Sebastian Leszczuk Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	N/A
Fax No.:	N/A
Email address:	[...***...]

MLA

LUSO INTERNATIONAL BANKING LIMITED

By: /s/ 陈冲

By: /s/ 林舒

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLA

MASHREQBANK PSC, HONG KONG BRANCH (INCORPORATED IN DUBAI U.A.E. WITH LIMITED MEMBERS LIABILITY)

By:     /s/ Chermaine Lai                         Name:    Chermaine Lai Title:    Country Head, Hong Kong

By:     /s/ Ming Yang Shih                 Name:    Ming Yang Shih Title:    Head of Corporate Banking, Hong Kong

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

MLA

NATIXIS, HONG KONG BRANCH (INCORPORATED IN FRANCE AND THE LIABILITY OF ITS MEMBERS IS LIMITED)

By:     /s/ Kevin Ye                         Name:    Kevin Ye Title:    Acquisition & Strategic Finance

By:     /s/ Olivier Poirieux                     Name:    Olivier Poirieux Title:    Head of Corporate Banking and Multinationals Coverage, Asia Pacific

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

MLA

UBS SWITZERLAND AG (INCORPORATED IN SWITZERLAND WITH LIMITED LIABILITY)

By:     /s/ Cristina Popescu                         Name:    Cristina Popescu Title:    Director

By:     /s/ Julian Aschwanden                     Name:    Julian Aschwanden Title:    Executive Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

LEAD ARRANGER

CHINA CITIC BANK INTERNATIONAL LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY)

By:     /s/ Philip Chong                         Name:    Philip Chong Title:    Executive Deputy General Manager, Head of GBA Business

By:     /s/ Stockor Ng                         Name:    Stockor Ng Title:    General Manager, Head of Structured Finance

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

LEAD ARRANGER

FUBON BANK (HONG KONG) LIMITED

By:     /s/ Huson Yung                         Name:    Huson Yung Title:    Senior Vice President

By:     /s/ Rockson Hsu                         Name:    Rockson Hsu Title:    Executive Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

LEAD ARRANGER

SIEMENS BANK GMBH SINGAPORE BRANCH

By:     /s/ Firdaus Ismani                         Name:    Firdaus Ismani Title:    Associate – Risk Management

By:     /s/ Ranu Bhandari                         Name:    Ranu Bhandari Title:    Head of Risk, Industry and Healthcare Finance, Asia and Australia

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

LEAD ARRANGER

THE BANK OF EAST ASIA, LIMITED

By:     /s/ Clarence Chung                         Name:    Clarence Chung Title:    Section Head & Executive Vice President

By:     /s/ Anita Law                         Name:    Anita Law Title:    Head of Corporate Banking Department

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ARRANGER

CRÉDIT INDUSTRIEL ET COMMERCIAL, HONG KONG BRANCH (INCORPORATED IN FRANCE WITH LIMITED LIABILITY)

By:     /s/ Angel Tsoi                         Name:    Angel Tsoi Title:    Co-Head Structured & Corporate Finance

By:     /s/ Thibault Drouilleux                         Name:    Thibault Drouilleux Title:    Co-Head Structured & Corporate Finance

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

CHINA MERCHANTS BANK GUANGZHOU BRANCH

招商银行股份有限公司广州分行

By: /s/ 李骅

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH (INCORPORATED IN PEOPLE'S REPUBLIC OF CHINA WITH LIMITED LIABILITY)

By:     /s/ Jie Hu                         Name:    Jie Hu Title:    Executive Vice President

By:     /s/ Keith Friedland                         Name:    Keith Friedland Title:    Assistant General Manager

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

INDUSTRIAL BANK CO., LTD SHANGHAI BRANCH (A JOINT STOCK COMPANY INCORPORATED IN P.R.C. WITH LIMITED LIABILITY)

By: : /s/ 柯楷

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

INDUSTRIAL BANK CO., LTD. (A JOINT STOCK COMPANY INCORPORATED IN P.R.C. WITH LIMITED LIABLIITY), HONG KONG BRANCH

By:     /s/ Chan Chi Hong                         Name:    Chan Chi Hong Title:    Vice President

By:     /s/ Sun Xiaoyan                         Name:    Sun Xiaoyan Title:    Assistant General Manager

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:     /s/ Tristan Yu                         Name:    Tristan Yu Title:    Director

By:     /s/ Jenny Lo                         Name:    Jenny Lo Title:    Senior Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

CHINA CITIC BANK SUZHOU BRANCH (INCORPORATED IN CHINA WITH LIMITED LIABILITY)

By: : /s/ 张凯

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

CHINA MINSHENG BANKING CORP., LTD. SHANGHAI PILOT FREE TRADE ZONE BRANCH

By: : /s/ 张波

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (INCORPORATED IN IRELAND LIMITED BY SHARES)

By:     /s/ Christopher Coney                         Name:    Christopher Coney Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

BNP PARIBAS

By:     /s/ Nicolas Doche                         Name:    Nicolas Doche Title:    Vice President

By:     /s/ Marine Ausset                         Name:    Marine Ausset Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	N/A
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NIEDERLASSUNG DEUTSCHLAND

By:     /s/ Eugenia Rubio                         Name:    Eugenia Rubio Title:    Executive Director

By:     /s/ Miriam Rodriguez-Carreño                         Name:    Miriam Rodriguez-Carreño Title:    Executive Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]
Address:	[...***...]
Attention:	[...***...]
Telephone No.:	N/A
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

DBS BANK (HONG KONG) LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY)

By:     /s/ Sam Shih Yung Ching                     Name:    Sam Shih Yung Ching

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

MORGAN STANLEY SENIOR FUNDING, INC.

By:     /s/ Michael King                         Name:    Michael King Title:    Vice President

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

TRUIST BANK

By:     /s/ Katie Lundin                         Name:    Katie Lundin

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Operational contact:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Operational email:	[...***...]
Secondary Contact:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Operational email:	[...***...]
Notice E-mail:	[...***...]
Fax (preferred):	[...***...]

ORIGINAL LENDER

U.S. BANK NATIONAL ASSOCIATION

By:     /s/ Ryan Black                         Name:    Ryan Black Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

CITICORP NORTH AMERICA, INC.

By:     /s/ Lawrence R. Martin                         Name:    Lawrence R. Martin Title:    Managing Director

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

ORIGINAL LENDER

GOLDMAN SACHS BANK USA

By:     /s/ Nicholas Marino                         Name:    Nicholas Marino

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]

ORIGINAL LENDER

HANG SENG BANK LIMITED

By:     /s/ Kevin Wong Hung-kwan                         Name:    Kevin Wong Hung-kwan

By:     /s/ Serena Mak                         Name:    Serena Mak

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	[...***...]
Email address:	[...***...]

ORIGINAL LENDER

JPMORGAN CHASE BANK, N.A.

By:     /s/ Sebastian Leszczuk                         Name:    Sebastian Leszczuk Title:    Vice President

Contact details (for credit matters)

Address:	[...***...]
Attention:	[...***...]
Telephone No.:	[...***...]
Fax No.:	N/A
Email address:	[...***...]

Contact details (for operational matters)

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Attention:	[...***...]
Telephone No.:	N/A
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ORIGINAL LENDER

LUSO INTERNATIONAL BANKING LIMITED

By: : /s/ 陈冲

By: : /s/ 林舒

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ORIGINAL LENDER

MASHREQBANK PSC, HONG KONG BRANCH (INCORPORATED IN DUBAI U.A.E. WITH LIMITED MEMBERS LIABILITY)

By:     /s/ Chermaine Lai                         Name:    Chermaine Lai (1717/A) Title:    Country Head, Hong Kong

By:     /s/ Ming Yang Shih                         Name:    Ming Yang Shih (2061/A) Title:    Head of Corporate Banking, Hong Kong

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Address:	[...***...]
Attention:	[...***...]
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ORIGINAL LENDER

NATIXIS, HONG KONG BRANCH (INCORPORATED IN FRANCE AND THE LIABILITY OF ITS MEMBERS IS LIMITED)

By:     /s/ Kevin Ye                         Name:    Kevin Ye Title:    Acquisition & Strategic Finance

By:     /s/ Olivier Poirieux                     Name:    Olivier Poirieux Title:    Head of Corporate Banking and Multinationals Coverage, Asia Pacific

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Address:	[...***...]
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Fax No.:	N/A
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ORIGINAL LENDER

UBS SWITZERLAND AG (INCORPORATED IN SWITZERLAND WITH LIMITED LIABILITY)

By:     /s/ Cristina Popescu                         Name:    Cristina Popescu Title:    Director

By:     /s/ Julian Aschwanden                         Name:    Julian Aschwanden Title:    Executive Director

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Attention:	[...***...]
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ORIGINAL LENDER

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. HUANGPU SUB-BRANCH

By: /s/ 杨华林

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Attention:	[...***...]
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ORIGINAL LENDER

CHINA CITIC BANK INTERNATIONAL LIMITED (INCORPORATED IN HONG KONG WITH LIMITED LIABILITY)

By:     /s/ Philip Chong                         Name:    Philip Chong Title:    Executive Deputy General Manager, Head of GBA Business

By:     /s/ Stockor Ng                         Name:    Stockor Ng Title:    General Manager Head of Structured Finance

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ORIGINAL LENDER

FUBON BANK (HONG KONG) LIMITED

By:     /s/ Huson Yung                         Name:    Huson Yung Title:    Senior Vice President

By:     /s/ Rockson Hsu                         Name:    Rockson Hsu Title:    Executive Vice President

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Address:	[...***...]
Attention:	[...***...]
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Address:	[...***...]
Attention:	[...***...]
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ORIGINAL LENDER

SIEMENS BANK GMBH SINGAPORE BRANCH

By:     /s/ Firdaus Ismani                         Name:    Firdaus Ismani Title:    Associate – Risk Management, Siemens Bank GmbH Singapore Branch

By:     /s/ Ranu Bhandari                         Name:    Ranu Bhandari Title:    Head of Risk, Industry and Healthcare Finance Asia and Australia

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Attention:	[...***...]
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Address:	[...***...]
Attention:	[...***...]
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ORIGINAL LENDER

THE BANK OF EAST ASIA, LIMITED

By:     /s/ Clarence Chung                         Name:    Clarence Chung Title:    Section Head & Executive Vice President

By:     /s/ Anita Law                             Name:    Anita Law Title:    Head of Corporate Banking Department

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Attention:	[...***...]
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Address:	[...***...]
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ORIGINAL LENDER

CRÉDIT INDUSTRIEL ET COMMERCIAL, HONG KONG BRANCH (INCORPORATED IN FRANCE WITH LIMITED LIABILITY)

By:     /s/ Angel Tsoi                         Name:    Angel Tsoi Title:    Co-Head Structured & Corporate Finance

By:     /s/ Thibault Drouilleaux                 Name:    Thibault Drouilleaux Title:    Co-Head Structured & Corporate Finance

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THE AGENT

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:     /s/ Linda Pang                         Name:    Linda Pang Title:    Vice President

Address:    [...***...]

Fax:    [...***...]

Attention:    [...***...]

THE SECURITY AGENT

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:     /s/ Linda Pang                     Name:    Linda Pang Title:    Vice President

Address:    [...***...]

Fax:    [...***...]

Attention:    [...***...]

Document

Exhibit 19.1

BEONE MEDICINES LTD.

INSIDER TRADING POLICY

This Insider Trading Policy of BeOne Medicines Ltd. and its subsidiaries (collectively, the “Company”) sets forth the Company’s policies for trading in the Company’s securities. Insider trading occurs when a person takes information about the Company, its customers, suppliers, or others with which the Company does (or may do) business that the public does not know and that was obtained through his or her involvement with the Company and (i) uses that information to make decisions to purchase, sell, give away, or otherwise trade in Company securities or (ii) provides that information to others outside the Company who might trade on the basis of that information. This Insider Trading Policy is designed to prevent insider trading or the appearance of impropriety, to satisfy the Company’s obligation to reasonably supervise the activities of Company personnel, to help Company personnel avoid the severe consequences associated with violations of insider trading laws and to ensure compliance with state and federal securities laws, the Hong Kong Model Code for Securities Dealings by Directors of Listed Issuers set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and certain provisions of the Securities and Futures Ordinance (Cap. 571) (together, the “Hong Kong Securities Trading Requirements”), and relevant provisions of the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Stocks on Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws and regulations on A-shares (together, the “A-Share Listing Rules”). The Company has designated the General Counsel or highest legal officer as its insider trading compliance officer (the “Insider Trading Compliance Officer”). It is your obligation to understand and comply with this Insider Trading Policy. Please contact the Insider Trading Compliance Officer if you have any questions regarding the policy. With respect to any matter relating to this Insider Trading Policy, if you are unable to contact the Insider Trading Compliance Officer or do not feel comfortable discussing the matter with the Insider Trading Compliance Officer, you may contact the Chief Financial Officer. The Company has also adopted Special Trading Procedures for Insiders (the “Trading Procedures”) that set forth policies regarding blackout windows, short sales and margin calls, derivatives, hedging transactions, pledges, gifts, pre-clearance procedures, waivers, and requirements for putting in place a Rule 10b5-1 plan with respect to Company securities.

OVERVIEW OF GENERAL RULES

1.Don’t trade while in possession of material, nonpublic information.

2.When in doubt about whether you have material, nonpublic information, pre-clear your trade with the Insider Trading Compliance Officer.

3.Don’t give “tips” or otherwise share nonpublic information with others.

4.Don’t discuss Company information with the public, including with the press or analysts, with customers or suppliers, or online (including social media) unless required for your job.

5.Don’t allow your family members (or family trust administrators) or any members of your household to violate this policy.

A.Who is covered by this Insider Trading Policy?

This Insider Trading Policy is applicable to directors, supervisors, officers, employees and consultants of the Company. The same restrictions that apply to you also apply to your spouse, significant other, child, parent or other family member, in each case living in the same household, and to any investment fund, trust, retirement plan, partnership, corporation or other entity over which you have the ability to influence or direct investment decisions concerning the Company’s securities. It will continue to apply following the termination of a covered person’s service to or employment with the Company until all material, nonpublic information possessed by that person has become public or ceases to be material. Everyone subject to this Insider Trading Policy is responsible for ensuring compliance by everyone affiliated with them. This Insider Trading Policy extends to all activities within and outside an individual’s Company duties.

Members of the Company’s Board of Directors (the “Board”) and designated officers, employees and consultants must also comply with the Trading Procedures, which are in addition to and are deemed a part of this Insider Trading Policy. The individuals who are required to comply with the Trading Procedures will be designated from time to time and notified of their status by the Insider Trading Compliance Officer. Generally, the Trading Procedures require pre-clearance of all transactions in the Company’s securities by those it covers.

In addition, pursuant to this Insider Trading Policy, the Company will comply with all applicable insider trading laws, rules, regulations and listing standards, including those governing its purchase, sale or other disposition of the Company’s securities.

B.What is Prohibited by this Insider Trading Policy?

It is generally illegal for any director, supervisor, officer, employee or consultant of the Company to buy or sell the securities of the Company or derivatives relating to the securities of the Company, whether on the Nasdaq, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), or the Shanghai Stock Exchange, while in the possession of material, nonpublic information about the Company. It is also generally illegal for any director, supervisor, officer, employee or consultant of the Company to disclose material, nonpublic information about the Company to others who may trade on the basis of that information. This includes giving trading advice, for example, “I am not going to share information with you, but I would sell those shares if I were you …”. These activities are commonly referred to as “insider trading.” Insider trading can result in criminal prosecution, jail time, significant fines and public embarrassment for you and the Company.

Prohibited Activities

When you know or are in possession of material, nonpublic information about the Company, you generally are prohibited from:

•trading in the Company’s securities, which include ordinary shares, any other type of securities that the Company may issue (such as preferred shares, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities. “Trading” includes any acquisition, disposal or transfer of, or offer to acquire, dispose of or transfer, or creation of a pledge, charge or any other security interest in, any securities of the Company or any entity whose assets solely or substantially comprise securities of the Company, and the grant, acceptance, acquisition, disposal, transfer, exercise or discharge of any option (whether call, put or both) or other right or obligation, present or future, conditional or unconditional, to acquire, dispose of or transfer securities, or any interest in securities, of the Company or any such entity, in each case whether or not for consideration and any agreements to do any of the foregoing, and “trade” shall be construed accordingly;

•having others trade for you in the Company’s securities;

•giving trading advice about the Company other than advising others not to trade if doing so might violate the law or this Insider Trading Policy; and

•disclosing material, nonpublic information about the Company to anyone who might then trade or recommending to anyone that they purchase or sell the Company’s securities when you are aware of material, nonpublic information (these practices are known as “tipping”).

This Insider Trading Policy does not apply to (i) an exercise of an employee share option or a warrant when payment of the exercise price is made in cash or (ii) the vesting of restricted shares or restricted share units when withholding tax that is due is paid in cash. This Insider Trading Policy does apply, however, to the use of outstanding Company securities to pay part or all of the exercise price of an option or warrant, any sale of shares as part of a broker-assisted cashless exercise of an option or warrant, or any other market sale for the purpose of raising the cash needed to pay the exercise price of an option or warrant or the withholding tax due upon vesting of restricted shares or restricted share units.

These prohibitions continue whenever and for as long as you possess material, nonpublic information. Remember, anyone scrutinizing your transactions will be doing so with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

Definition of Material, Nonpublic Information

This Insider Trading Policy prohibits you from trading in the Company’s securities if you are in possession of information about the Company that is both “material” and “nonpublic.”

What is “Material” Information?

Information about the Company is “material” if (i) it could reasonably be expected to affect the investment or voting decisions of a shareholder or investor or (ii) the disclosure of the information could reasonably be expected to significantly alter the total mix of information in the marketplace about the Company. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of the Company’s securities. Both positive and negative information may be material. While identifying all information that would be deemed “material” is not possible, the following types of information may be considered material:

•information related to clinical trials or the expected timing of announcing the results of clinical trials;

•information related to filings by the Company or decisions by regulatory authorities regarding the Company’s products or product candidates;

•earnings, revenues or other financial information;

•financial projections, including projections of future earnings or losses or other earnings guidance;

•potential restatements of the Company’s financial statements, changes in auditors or a notification from the Company’s auditors that the Company may no longer rely on an auditor’s audit report;

•pending or proposed strategic transactions, mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets;

•changes in management or the Board;

•actual or threatened litigation or governmental investigations or their developments;

•developments regarding products or product candidates, customers, suppliers, orders, contracts or financing sources (e.g., the entering into or termination of a contract);

•changes in dividend policy, declarations of share splits, public or private sales of additional securities, or other events related to our securities;

•potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies; and

•bankruptcies or receiverships of the Company.

The U.S. Securities and Exchange Commission (the “SEC”) has stated that there is no fixed quantitative threshold amount for determining materiality and even very small quantitative changes can be qualitatively material if they would result in a change in the price of the Company’s securities.

What is “Nonpublic” Information?

Material information is “nonpublic” if it has not been disseminated in a manner making it generally available to investors. To show that information is public, one must be able to point to a fact that establishes that the information has become publicly available, such as the filing of a report with the SEC or an announcement made on the website of the Hong Kong Stock Exchange or the Shanghai Stock Exchange, the distribution of a press release through a widely disseminated news or wire service, or the posting of the information on the Company’s external website. Once nonpublic information is widely disseminated, adequate time must elapse for the market as a whole to absorb the information.

For the purposes of this Insider Trading Policy, information is considered public after the close of trading on the first full trading day following the Company’s public release of the information. For example, if the Company announces material information before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on Wednesday. However, if the Company announces material information after trading begins on that Tuesday, the first time you can buy or sell Company securities is the opening of the market on Thursday.

C.What are the Restrictions on the Use of Social Media, Electronic Bulletin Boards, Internet Chat Rooms or Websites?

While the Company encourages its shareholders and potential investors to obtain as much information as possible about the Company, the Company believes that information should come from its publicly-filed SEC reports, announcements and reports released on the website of the Hong Kong Stock Exchange or the Shanghai Stock Exchange, press releases and the Company’s external website or from a designated Company spokesperson, rather than from speculation or unauthorized disclosures by the Company’s directors, supervisors, officers, employees or consultants. For this reason, the Company has designated certain members of management to respond to inquiries regarding the Company’s business and prospects. This centralization of communication is designed to ensure that the information the Company discloses is accurate. Formal announcements are generally reviewed by management and legal counsel before they are made public. Any communications that do not go through this review process increase the risk to the Company, as well as to the individual responsible for the communication, of civil and criminal liability.

Discussions on the Internet, particularly through social media, about companies and their business prospects have become common and pose an inherently greater risk due to the size of the audience they can reach and the speed of dissemination. These forums have the potential to move a share price significantly and very rapidly - yet information disseminated through the Internet and social media forums often is unreliable and may be deliberately false. The SEC has investigated and prosecuted many fraudulent schemes involving communications in these forums. You may learn of information about the Company on the Internet that you believe is harmful or inaccurate or information that you believe is true or beneficial to the Company. Although you may have a natural tendency to deny or confirm that information on an electronic bulletin board or in a chat room, any response, even if it presents accurate information, could be considered improper disclosure and could result in legal liability to you and/or to the Company.

The Company is committed to preventing inadvertent disclosures of material, nonpublic information, preventing unwitting participation in Internet-based securities fraud, and avoiding the appearance of impropriety by persons associated with the Company. Accordingly, this Insider Trading Policy prohibits you from discussing material, nonpublic information about the Company with anyone, including other employees or consultants, except as required in the performance of your job. You should not under any circumstances provide information or discuss matters involving the Company with the news media, any broker-dealer, analyst, investment banker, investment advisor, institutional investment manager, investment company or shareholder, even if you are contacted directly by such persons, without express authorization from the Insider Trading Compliance Officer. This restriction applies whether or not you identify yourself as associated with the Company. You should refer all such contacts or inquiries to the Insider Trading Compliance Officer.

D.What are the Penalties for Insider Trading and Noncompliance with this Insider Trading Policy?

Both the SEC and the national securities exchanges, through the Financial Industry Regulatory Authority (“FINRA”), investigate and are very effective at detecting insider trading. The SEC, together with the U.S. Attorneys Office, pursue insider trading violations vigorously. Cases have been successfully prosecuted against trading by employees in foreign accounts, trading by family members and friends, and trading involving only a small number of shares.

The penalties for violating insider trading or tipping rules can be severe and include:

•disgorgement of all profit gained or loss avoided by trading;

•payment of loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject of such violation, have purchased or sold securities of the same class;

•payment of criminal penalties for individuals of up to $5,000,000;

•payment of civil penalties of up to three times the profit made or loss avoided; and

•imprisonment for up to 20 years.

The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties up to the greater of $2,626,135 (as may be adjusted from time to time) or three times the profit made or loss avoided, as well as criminal penalties up to $25,000,000 (as may be adjusted from time to time), and could be subject to private lawsuits.

The Hong Kong Securities Trading Requirements and the A-Share Listing Rules impose additional penalties for insider trading violations.

A violation of this Insider Trading Policy, any U.S. federal or state insider trading laws, the Hong Kong Securities Trading Requirements or the A-Share Listing Rules may subject the violator to disciplinary action by the Company including termination. The Company reserves the right to determine, in its own discretion and regardless of whether the conduct violates applicable law, whether this Insider Trading Policy has been violated. The Company is not required to await the filing or conclusion of a civil or criminal action before taking disciplinary action.

E.Does the Company have any Other Policies Regarding Confidential Information?

The Company also has strict policies relating to safeguarding the confidentiality of its proprietary information. These policies include procedures for identifying, marking and safeguarding confidential information. They also include employee confidentiality agreements. You should comply with these policies at all times.

F.How Do You Report a Violation of this Insider Trading Policy?

If you violate this Insider Trading Policy, any U.S. federal or state laws governing insider trading, the Hong Kong Securities Trading Requirements or the A-Share Listing Rules, or know of any such violation by any director, supervisor, officer, employee or consultant of the Company, you must report the violation immediately to the Insider Trading Compliance Officer. However, if the conduct in question involves the Insider Trading Compliance Officer, you should raise the matter with the Company’s Chief Financial Officer.

G.Is This Insider Trading Policy Subject to Modification?

The Company may at any time change this Insider Trading Policy or adopt such other policies or procedures that it considers appropriate to carry out the purposes of its policies regarding insider trading and the disclosure of Company information. The Company will provide you notice of any such change by regular or electronic mail (or other delivery option used by the Company). You will be deemed to have received, be bound by and agree to revisions of this Insider Trading Policy when the revisions have been delivered to you.

H.Responsibilities Regarding the Nonpublic Information of Other Companies

In the course of providing services to the Company, you may become aware of material, nonpublic information regarding the Company’s licensors, collaborators, suppliers, service providers, distributors, vendors and competitors. You are responsible for not violating insider trading laws by trading in securities of those companies when in possession of material nonpublic information about them, including through any unauthorized disclosure or other misuse of that information as well as tipping based on that information.

* * *

Your failure to observe this Insider Trading Policy could lead to significant legal problems, including fines, administrative penalties and/or imprisonment, and could have other serious consequences, including the termination of your employment or service relationship with the Company.

Document

Exhibit 19.2

BEONE MEDICINES LTD.

SPECIAL TRADING PROCEDURES FOR INSIDERS

To comply with federal and state securities laws of the United States, the Hong Kong Model Code for Securities Dealings by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and certain provisions of the Securities and Futures Ordinance (Cap. 571) (the “SFO”) (together, the “Hong Kong Securities Trading Requirements”) and relevant provisions of the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Stocks on Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws and regulations on A-shares (commonly known as the “A-Share Listing Rules”) governing insider trading, BeOne Medicines Ltd. (“BeOne”) and its subsidiaries (collectively, the “Company”) has adopted these Special Trading Procedures for Insiders (“Trading Procedures”). These Trading Procedures are in addition to and supplement the Company’s Insider Trading Policy (the “Insider Trading Policy”), which is distributed to all directors, officers, employees and consultants of the Company.

A.     PERSONS COVERED BY THESE SPECIAL TRADING PROCEDURES

These Trading Procedures regulate securities trades by (a) all members of the Company’s board of directors (collectively, the “Board” and each member, a “Director”), (b) supervisors of the Company (“Supervisors”); (c) executive officers1 of the Company, (d) employees or consultants of the Company as the Insider Trading Compliance Officer may designate from time to time (collectively, “Insiders”). The Company shall maintain a list of Insiders, and any persons who are designated as Insiders and thus bound by these Trading Procedures shall be notified of their status by the Company’s Insider Trading Compliance Officer or such officer’s designee. From time to time, the Insider Trading Compliance Officer may designate all employees of the Company as Insiders. These Trading Procedures also apply to the following persons (collectively, these persons and entities are referred to as “Affiliates”):

•an Insider’s spouse or domestic partner, child, parent, significant other, other family member or other person, in each case, living in the Insider’s household;

•all trusts, family partnerships and other types of entities formed for the benefit of the Insider or the Insider’s family members over which the Insider has the ability to influence or direct investment decisions concerning the Company’s securities;

•all persons who execute trades on behalf of the Insider; and

•all investment funds, trusts, retirement plans, partnerships, corporations and other types of entities over which the Insider has the ability to influence or direct investment decisions concerning the Company’s securities; provided, however, that these Trading Procedures shall not apply to any such entity that engages in the investment of securities in the ordinary course of its business (e.g., an investment fund or partnership) if such entity has established its own insider trading controls and procedures in compliance with applicable securities laws and the Insider has included such entity on the Insider’s signed acknowledgment in the attached form.

1 The term “executive officers” refers to those officers subject to Section 16 of the Securities Exchange Act of 1934, as amended.

Insiders are responsible for ensuring compliance with these Trading Procedures and the Insider Trading Policy by all of their Affiliates. Unless the context otherwise requires, references to “Insiders” in these Trading Procedures refer collectively to Insiders and their Affiliates.

These Trading Procedures apply to any and all transactions in the Company’s securities, including its ordinary shares, any other type of securities that the Company may issue (such as preferred shares, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities.

B.     SPECIAL TRADING RESTRICTIONS APPLICABLE TO INSIDERS

Please see the Insider Trading Policy for a description of prohibited activities applicable to all Directors, Supervisors, officers and employees of the Company, including Insiders and for a discussion of what constitutes “insider trading” as well as “material” and “nonpublic” information. In particular, no Insider may trade in any type of securities of the Company or any derivatives relating to the securities of the Company if such Insider is in possession of material, nonpublic information about the Company, unless the trade has been effected under a pre-approved Rule 10b5-1 Plan (as defined below). This prohibition applies even if such Insider receives pre-clearance and the trade would occur during a trading window in accordance with these Trading Procedures.

Any Insiders who are unsure whether the information that they possess is material or nonpublic should consult the Insider Trading Compliance Officer for guidance.

In addition to the restrictions on trading in Company securities set forth in the Insider Trading Policy, Insiders are subject to the following special trading restrictions:

1.No Trading During Quarterly Blackout Periods for Restricted Insiders.

During four quarterly blackout periods, (a) directors, (b) executive officers of the Company, and (c) certain employees or consultants of the Company as designated by the Insider Trading Compliance Officer (collectively, “Restricted Insiders”) may not trade in Company securities. Unless otherwise advised by the Insider Trading Compliance Officer, the four quarterly blackout periods consist of the periods that begin after market close on the fifteenth day of the month in which the fiscal quarter ends (i.e. March 15, June 15, September 15, and December 15) and end after market close on the first full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual results of operations. Restricted Insiders may be allowed to trade during a quarterly blackout period only (a) pursuant to a pre-approved Rule 10b5-1 Plan as described in Section D of these Trading Procedures or (b) in accordance with the procedure for waivers described in Section E of these Trading Procedures. Restricted Insiders may give Company shares during a quarterly blackout period if the gift has been approved by the Insider Trading Compliance Officer in accordance with Section B.8 below.

2.No Trading During Hong Kong Blackout Periods for Directors.

No Director may trade the Company’s securities during the Hong Kong blackout periods (as defined below). The Company will notify The Stock Exchange of Hong Kong Limited (the “HKEx”), the Securities and Futures Commission and the public (as applicable) when such blackout periods are in effect. The Hong Kong blackout periods are in effect (i) during the 60 day period beginning immediately prior to the publication of the Company’s annual financial results or, if shorter, the period beginning at the end of the relevant financial year and continuing until the publication date of those results; and (ii) during the 30 day period beginning immediately prior to the publication of the Company’s quarterly results and interim results or, if shorter, the period beginning at the end of the relevant quarterly or interim period and continuing until the publication date of those results.

3.No Trading During A-Share Blackout Periods for Directors and Senior Officers.

No Director or senior officer of BeOne may trade the Company’s A-shares and derivative securities within the following periods: (i) during the 30 day period beginning immediately prior to the publication of the Company’s annual report and semi-annual report prepared in accordance with the A-Share Listing Rules on the Shanghai Stock Exchange (“SSE”) or during the 30 day period beginning immediately prior to the scheduled publication date for the Company’s annual report and semi-annual report and continuing until one day before the actual publication date in the event that the publication is delayed; (ii) during the 10 day period beginning immediately prior to the publication of the Company’s quarterly reports and performance forecast prepared in accordance with the A-Share Listing Rules on the SSE; and (iii) during the period beginning upon the occurrence of major events that may have a significant impact on the trading price of the Company’s A-shares and derivative securities or from the beginning of the Company’s decision-making process relating to such major events, to the date when the legally required disclosure is made.

4.Trades by Restricted Insiders Must be Pre-Cleared by the Insider Trading Compliance Officer.

No Restricted Insider may trade in Company securities at any time unless the trade has been approved by the Insider Trading Compliance Officer or such officer’s designee in accordance with the procedures set forth below. The Company has designated the General Counsel or highest legal officer as its insider trading compliance officer (the “Insider Trading Compliance Officer”). The Insider Trading Compliance Officer or such officer’s designee will review and either approve or prohibit all proposed trades by Restricted Insiders in accordance with the procedures set forth in Section C below; provided that proposed trades by any current member of the Company’s Executive Committee must be reviewed by the Insider Trading Compliance Officer. The Insider Trading Compliance Officer may consult with the Company’s other officers and/or legal counsel and will receive approval for his own trades from the Chief Financial Officer. If a Restricted Insider is unable to contact the Insider Trading Compliance Officer or does not feel comfortable discussing the matter with the Insider Trading Compliance Officer, the Restricted Insider may contact the Chief Financial Officer, who will be the alternate Insider Trading Compliance Officer (the Insider Trading Compliance Officer and the alternate Insider Trading Compliance Officer and their designees are collectively referred to as the “Insider Trading Compliance Officer” in these Trading Procedures).

5.No Trading During Special Blackout Periods.

Insiders will not always be aware of material, non-public developments involving the Company. If an Insider engages in a trade before a material, non-public development is disclosed to the public or resolved, the Insider and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute even if the Insider was unaware of the development. In addition, a trade by an Insider during such a period could result in adverse publicity for the Company.

Therefore, no Insider may trade in Company securities if the Insider is notified by the Insider Trading Compliance Officer or such officer’s designee that the trading window is closed because of the existence of a material, nonpublic development. The Insider Trading Compliance Officer or such officer’s designee will subsequently notify Insiders once the material, nonpublic development is disclosed to the public or resolved and the trading window is open. While the Insider Trading Compliance Officer will undertake reasonable efforts to notify Insiders of material, nonpublic developments that have occurred, or are soon likely to occur, each Insider has a duty not to trade in Company securities when material, nonpublic information exists, regardless of whether the Insider is notified by the Insider Trading Compliance Officer or such officer’s designee.

6.No Short Sales or Margin Calls.

No Insider may at any time sell any securities of the Company that are not owned by such Insider at the time of the sale (a “short sale”) or use the Company’s shares as collateral in a margin account.

7.No Purchases or Sales of Derivative Securities, Hedging Transactions or Pledges Without Pre-Approval.

No Insider may buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, engage in any other hedging transaction with respect to the Company’s securities or pledge Company securities as collateral for a loan (or modify an existing pledge), at any time unless such transaction has been approved by the Insider Trading Compliance Officer or the Audit Committee of the Board (the “Audit Committee”). Any request for approval of such a transaction by an Insider must be submitted to the Insider Trading Compliance Officer or the Audit Committee in writing at least two weeks prior to the proposed execution of documents evidencing the transaction. Any such request submitted by an Insider will be considered by the Insider Trading Compliance Officer or the Audit Committee on a case-by-case basis and, if permitted, will be subject to all of the other restrictions on trading in the Company’s securities set forth in these Trading Procedures.

8.Gifts Subject to Same Restrictions as All Other Securities Trades.

No Restricted Insider may give or make any other transfer of Company securities without consideration (e.g., a gift) during a period when such Restricted Insider is not permitted to trade unless the Restricted Insider submits a Share Transaction Request for Gifts form attached to these Trading Procedures and, if requested by the Insider Trading Compliance Officer, written acknowledgement from the donee agreeing not to sell the securities until such time as the Restricted Insider could sell. As used in these Trading Procedures, the term “trades” and similar terms also include gifts.

C.     PRE-CLEARANCE PROCEDURES

Procedures. No Restricted Insider may trade in Company securities until:

•The Restricted Insider has notified the Insider Trading Compliance Officer or such officer’s designee of the amount and nature of the proposed trade(s) by (i) completing the Share Transaction Request form attached to these Trading Procedures and emailing that form to TradingApproval@beonemed.com or (ii) completing and submitting the online Trading Pre-Clearance Form;

•The Restricted Insider has certified in writing prior to the proposed trade(s), by signing in the designated space in the relevant Share Transaction Request, that the Restricted Insider does not possess material, nonpublic information concerning the Company;

•For executive officers and Directors, the Restricted Insider has informed the Insider Trading Compliance Officer whether, to the Restricted Insider’s best knowledge, (a) the Restricted Insider has (or is deemed to have) engaged in any opposite way transactions within the previous six months that were not exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (b) the transaction will meet all of the applicable conditions of Rule 144 under the Securities Act of 1933, as amended; and

•The Insider Trading Compliance Officer or his designee has approved the trade(s) and has certified and dated his approval in writing or by electronic mail.

An electronic version of the Share Transfer Request form is also available via electronic platform for submission. The written and electronic records of the above notification and approval shall be preserved and maintained to comply with the Hong Kong Securities Trading Requirements. The Insider Trading Compliance Officer or such officer’s designee does not assume responsibility for, and approval by the Insider Trading Compliance Officer or such officer’s designee does not protect the Restricted Insider from, the consequences of prohibited insider trading, short-swing transactions under Section 16(b) of the Exchange Act or a violation of the registration requirements of the Securities Act of 1933, as amended.

Additional Information. Restricted Insiders shall provide to the Insider Trading Compliance Officer any documentation reasonably requested by him in furtherance of the foregoing procedures. Failure to provide the documentation will be grounds for denial of approval by the Insider Trading Compliance Officer.

No Obligation to Approve Trades. The Insider Trading Compliance Officer has no obligation to approve a trade requested by a Restricted Insider and may reject a trading request in his sole reasonable discretion. From time to time, an event may occur that is material to the Company and is known by only a few Directors or executives. So long as the event remains material and nonpublic, the Insider Trading Compliance Officer may decide not to approve any trades in the Company’s securities without disclosing the reason.

Completion of Trades. After receiving written clearance to engage in a trade signed by the Insider Trading Compliance Officer or such officer’s designee, a Restricted Insider must complete the trade within five business days (or the shorter period of time set forth on such clearance) or make a new trading request.

Post-Trade Reporting. Directors and executive officers must provide the Insider Trading Compliance Officer with sufficient information to report trades in the Company’s securities (including trades effected pursuant to a Rule 10b5-1 Plan) pursuant to Section 16 of the Exchange Act on the same day in which a trade occurs. Compliance with this provision is imperative given the requirement of Section 16 of the Exchange Act that these persons report changes in ownership of Company securities within two business days. The consequences of noncompliance with this reporting deadline include disclosure in the Company’s proxy statement for the next annual meeting of shareholders, as well as possible civil or criminal sanctions.

Each report made by a Director and executive officer to the Insider Trading Compliance Officer must include the date of the trade, quantity of shares and, for purchases and sales, price and broker-dealer through which the trade was effected. This reporting requirement may be satisfied by sending (or having the Restricted Insider’s broker send) duplicate confirmations of trades to the Insider Trading Compliance Officer so long as the information is received by the Insider Trading Compliance Officer on or before the required date. This requirement is in addition to any required notification that the Company receives from the broker who completes the trade and may be satisfied via electronic mail.

Each Director shall disclose his or her interest in the securities of the Company or the associated corporation of the Company (as defined in Part XV of the SFO) and any change in that interest.

Where a change takes place in the interest of the securities of the Company held by a Director (including but not limited to purchase, sale, transfer, or any other change of nature of interest (e.g. pledge), he or she shall within three business days of the change disclose the change to the Company, which, if required, shall then make an announcement on the website of the HKEx and make any required disclosure filings with the Securities and Futures Commission.

In relation to transactions by Directors in Company securities, the Company shall disclose in its interim reports (and summary interim reports, if any) and the Corporate Governance Report contained in its annual reports (and summary financial reports, if any):

(a) whether it has adopted a code of conduct regarding transactions by Directors in Company securities on terms no less exacting than those in the Model Code;

(b) having made specific enquiry of all Directors, whether its Directors have or have not complied with the standard set out in the Model Code and its code of conduct regarding transactions by Directors in Company securities; and

(c) in the event of any non-compliance with the standard set out in the Model Code, details of such non-compliance and an explanation of the remedial steps taken by the Company to address such non-compliance.

D.     EXEMPTIONS

Pre-Approved Rule 10b5-1 Plan. Trades effected pursuant to a pre-approved Rule 10b5-1 plan (a “Rule 10b5-1 Plan”) are not subject to the Company’s blackout periods or pre-clearance procedures and do not require submission by Insiders of a Share Transaction Request form. Rule 10b5-1 of the Exchange Act provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet its requirements. A trading plan, arrangement or instruction that meets the requirements of Rule 10b5-1 enables Insiders to establish arrangements to trade in Company securities outside of the Company’s trading windows, even when in possession of material, nonpublic information. If an Insider intends to trade pursuant to a Rule 10b5-1 Plan, the plan must be approved by the Insider Trading Compliance Officer and otherwise satisfy the requirements set forth in the Requirements for 10b5-1 Trading Plans appended to these Trading Procedures.

The Insider Trading Compliance Officer may refuse to approve a Rule 10b5-1 Plan in his sole discretion. In determining whether to approve a Rule 10b5-1 Plan, the Insider Trading Compliance Officer may, in furtherance of the objectives expressed in the Insider Trading Policy, impose conditions in addition to those in Rule 10b5-1. The Insider Trading Compliance Officer may consult with the Company’s legal counsel before approving a Rule 10b5-1 Plan. Until such time as the Insider Trading Compliance Officer approves an Insider’s Rule 10b5-1 Plan, the Insider must comply with the pre-clearance procedures and trading windows set forth above.

Any modification of an Insider’s Rule 10b5-1 Plan requires pre-approval by the Insider Trading Compliance Officer. A modification must occur during a trading window and while the Insider is not aware of material, nonpublic information.

Employee Benefit Plans.

1. Exercise of Share Options and Warrants. The trading prohibitions and restrictions set forth in these Trading Procedures do not apply to the exercise of an option or warrant to purchase securities of the Company when payment of the exercise price is made in cash. However, the exercise of an option or warrant to purchase securities of the Company is subject to the current reporting requirements of Section 16 of the Exchange Act by Directors and executive officers, and, therefore, such persons must comply with the post-trade reporting requirement described in Section C above for any such transaction. In addition, the securities acquired upon the exercise of an option or warrant to purchase Company securities are subject to all of the requirements of these Trading Procedures and the Insider Trading Policy. Moreover, these Trading Procedures apply to the use of outstanding Company securities to constitute part or all of the exercise price of an option or warrant, any net option or warrant exercise, any exercise of a share appreciation right, share withholding, any sale of shares as part of a broker-assisted cashless exercise of an option or warrant, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or warrant.

2. Tax Withholding on Restricted Shares/Units. The trading prohibitions and restrictions set forth in these Trading Procedures do not apply to the withholding by the Company of shares upon vesting of restricted shares or upon settlement of restricted share units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the Insider in compliance with these Trading Procedures.

3. Employee Stock Purchase Plan. The trading prohibitions and restrictions set forth in these Trading Procedures do not apply to purchases of the Company’s securities with periodic wage withholding contributions pursuant to employees’ advance instructions under the Company’s Employee Stock Purchase Plan (the “Plan”). However, without complying with these Trading Procedures, no Insider may: (a) elect to participate in the Plan or alter the Insider’s instructions regarding the level of withholding or purchase by the Insider of Company securities under the Plan or (b) make cash contributions to the Plan (other than through periodic wage withholding). Any sale of securities acquired under the Plan is subject to the prohibitions and restrictions of these Trading Procedures.

E.     WAIVERS

The Insider Trading Compliance Officer or the Audit Committee may waive in writing any provision of these Trading Procedures in a specific instance. Any such waiver for a Director or executive officer by the Insider Trading Compliance Officer shall be reported to the Audit Committee.

F.     ACKNOWLEDGMENT

In addition to the Company’s Insider Trading Policy, these Trading Procedures will be delivered to all current Insiders and to all new Insiders at the start of their employment or relationship with the Company. Upon first receiving a copy of these Trading Procedures, each Insider must acknowledge that he or she has received a copy and agrees to comply with the terms of these Trading Procedures and the Insider Trading Policy. The Insider shall return the acknowledgment attached hereto within ten (10) days of receipt to Human Resources as part of their new hire paperwork (for new employees) or to TradingApproval@beonemed.com (for existing employees).

This acknowledgment will constitute consent for the Company to impose sanctions for violation of the Insider Trading Policy or these Trading Procedures and to issue any necessary stop- transfer orders to the Company’s transfer agent to ensure compliance.

Insiders will be required upon the Company’s request or as part of annual compliance training to re-acknowledge and agree to comply with these Trading Procedures and the Insider Trading Policy (including any amendments or modifications). For such purpose, an Insider will be deemed to have acknowledged and agreed to comply with these Trading Procedures and the Insider Trading Policy when copies have been delivered to the Insider by regular or electronic mail or through the Company’s online compliance training platform (or other delivery option used by the Company) by the Insider Trading Compliance Officer or such officer’s designee.

Failure to observe these Trading Procedures and the Insider Trading Policy could lead to significant legal problems and have other serious consequences, including termination of employment or service relationship. Questions regarding these Trading Procedures or the Insider Trading Policy are encouraged and should be directed to the Insider Trading Compliance Officer.

ACKNOWLEDGMENT

I hereby acknowledge that I have read, that I understand, and that I agree to comply with, the Insider Trading Policy (the “Insider Trading Policy”) and the Special Trading Procedures for Insiders (the “Trading Procedures”) of BeOne Medicines Ltd. and its subsidiaries (the “Company”). I further acknowledge and agree that I am responsible for ensuring compliance with the Insider Trading Policy and the Trading Procedures by all of my “Affiliates” (including any such persons listed below). I also understand and agree that I will be subject to sanctions, including termination of my employment or service relationship, that may be imposed by the Company, in its sole discretion, for violation of the Insider Trading Policy or the Trading Procedures and that the Company may give stop-transfer and other instructions to the Company’s transfer agent against the transfer of any Company securities in a transaction that the Company considers to be in violation of the Insider Trading Policy or the Trading Procedures.

I hereby designate the following investment funds and partnerships as entities for which the Trading Procedures shall not apply:

I hereby represent to the Company that such entities: (a) engage in the investment of securities in the ordinary course of their respective businesses; (b) have established insider trading controls and procedures designed to ensure compliance with applicable securities laws; and (c) are aware such securities laws prohibit any person or entity who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating that information to any other person.

Date:	Signature:
	Name:
	Title:

SHARE TRANSACTION REQUEST FOR TRADES

Pursuant to BeOne Medicines Ltd.’s Special Trading Procedures for Insiders (the “Trading Procedures”), I hereby notify BeOne Medicines Ltd. (the “Company”) of my intent to trade the securities of the Company as indicated below:

REQUESTER INFORMATION
Insider’s Name:     _________________________________________
INTENT TO PURCHASE
---	---	---	---	---
Number of shares or ADSs:		__________________________
Intended trade date:		__________________________
Means of acquiring shares or ADSs:		☐		Acquisition through employee benefit plan (please specify): _____________________________
	☐		Purchase through a broker on the open market
		☐		Other (please specify): ___________________________________________________________
INTENT TO SELL
---	---	---
Number of shares or ADSs:	__________________________
Intended trade date:	__________________________
Means of selling shares or ADSs:	☐	Sale through a broker on the open market
	☐	Other (please specify):____________________________________________________
CERTIFICATION<br><br>I hereby certify that (1) I am not in possession of any material, nonpublic information concerning the Company, as defined in the Company’s Insider Trading Policy and (2) if I am an executive officer or director of the Company, (a) to the best of my knowledge, the proposed trade(s) listed above will not constitute a short-swing transaction for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and will satisfy the requirements of Rule 144 under the Securities Act of 1933, as amended, and (b) I will report any future transactions in the Company’s securities (including transactions effected pursuant to a Rule 10b5-1 Plan) on the same day in which a transaction occurs, as required by the Trading Procedures. I understand that, if I trade while possessing material, nonpublic information concerning the Company, I may be subject to severe civil and/or criminal penalties and may be subject to sanctions by the Company including termination.
---	---	---
	Insider’s Signature	Date
AUTHORIZED APPROVAL. This approval is valid for five (5) trading days from the date of approval.
---	---	---
	Signature of Insider Trading Compliance Officer (or designee)	Date

* NOTE: Multiple lots must be listed on separate forms or broken out herein.

SHARE TRANSACTION REQUEST FOR GIFTS

Pursuant to BeOne Medicines Ltd.’s Special Trading Procedures for Insiders (the “Trading Procedures”), I hereby notify BeOne Medicines Ltd. (the “Company”) of my intent to gift securities of the Company as indicated below:

REQUESTER INFORMATION
Insider’s Name:     _________________________________________
INTENT TO GIFT
---	---	---
Number of shares or ADSs:	__________________________
Intended gift date:	__________________________
Means of gifting shares:	☐	Through a broker
	☐	Other (please specify): ____________________________________________________
CERTIFICATION<br><br>I hereby certify that (a) (i) I am not in possession of any material, nonpublic information concerning the Company, as defined in the Company’s Insider Trading Policy, or (ii) if I am in possession of any material, nonpublic information concerning the Company at the time of making the gift, I understand that the Insider Trading Compliance Officer, prior to granting his approval, may request written acknowledgement from the donee agreeing not to trade in the securities until such time as I could trade in the securities, pursuant to the Trading Procedures, and (b) this is a bona fide gift for which no consideration is being received by me.
---	---	---
	Insider’s Signature	Date
AUTHORIZED APPROVAL. This approval is valid for five (5) trading days from the date of approval.
---	---	---
	Signature of Insider Trading Compliance Officer (or designee)	Date

*NOTE: Multiple lots must be listed on separate forms or broken out herein.

REQUIREMENTS FOR 10b5-1 TRADING PLANS

For transactions under a trading plan to be exempt from (i) the prohibitions in the Company’s Insider Trading Policy on transactions made while an Insider is aware of material, nonpublic information concerning the Company and (ii) the pre-clearance procedures and blackout periods established under the Trading Procedures, the trading plan must comply with the requirements of Securities Exchange Act Rule 10b5-1 (“Rule 10b5-1”) and meet the requirements set forth below. As indicated below, any change to a plan that affects the amount, price or timing of a purchase or sale of the securities subject to the plan will be considered a modification of the plan without regard to materiality.

1.The adoption or modification of a trading plan must be approved in writing by the Insider Trading Compliance Officer or such officer’s designee.

2.The trading plan must be in writing and signed by the Insider adopting the trading plan.

3.The trading plan must be adopted or modified at a time when no quarterly, special or other trading blackout period is in effect with respect to the Insider adopting or modifying the plan.

4.The trading plan must include a written representation from the Insider that, at the time of adoption or modification:

•the Insider is not aware of any material, nonpublic information concerning the Company and

•the Insider is adopting or modifying the trading plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b5-1. The Insider must act in good faith with respect to the trading plan throughout its duration.

5.The Insider adopting or modifying the trading plan may not have entered into or altered a corresponding or hedging transaction or position with respect to the type of security subject to the trading plan and must agree not to enter into any such transaction while the trading plan is in effect.

6.Each trading plan used by an Insider must be subject to a “cooling off” period prior to the first trade, as follows:

•For Insiders other than Directors and executive officers, the first trade under the trading plan may not occur until after 30 calendar days after adoption or modification of the trading plan.

•For Insiders that are Directors or executive officers, the first trade under the trading plan may not occur until after the later of (i) 90 calendar days after adoption or modification of the trading plan and (ii) two business days following the filing of a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified (but not to exceed 120 days after adoption or modification of the trading plan).

7.Each trading plan used by an Insider must provide that the Insider may not communicate any material nonpublic information about the Company to the broker or other third party administering the plan or attempt to influence how the broker or such party executes (or exercises its discretion in executing) orders or other transactions under the trading plan in any way.

8.Unless otherwise approved in writing by the Insider Trading Compliance Officer or such officer’s designee, the trading plan must have a minimum term of one year (starting from when trades may first occur in accordance with these requirements).

9.Trading plans may be terminated only with the written approval of the Insider Trading Compliance Officer or such officer’s designee.

10.During any 12-month period, an Insider may enter into only one trading plan that is designed to effect the purchase or sale or other transfer of the total amount of the Company’s securities covered by the trading plan in a single transaction; provided the Insider Trading Compliance Officer or such officer’s designee may approve an additional non-concurrent single-trade trading plan if that plan is in place solely to satisfy withholding tax requirements and the Insider does not control the timing of such sales.

11.Unless otherwise approved by the Insider Trading Compliance Officer or such officer’s designee and permitted by Rule 10b5-1, an Insider may have only one trading plan in effect at any time; however, an Insider may adopt a new trading plan to replace an existing trading plan before the scheduled termination date of the existing trading plan so long as the new trading plan does not become effective before the completion or expiration of transactions under the existing trading plan, in all cases consistent with Rule 10b5-1 and other requirements of these Trading Procedures.

12.The Insider Trading Compliance Officer or such officer’s designee must be promptly notified of any modification or termination of the trading plan, including any suspension of trading under the plan.

13.If the trading plan grants discretion to a stockbroker or other person to execute trades under the plan:

•trades made under the plan must be executed by someone other than the stockbroker or other person who executes trades in other securities for the Insider who adopted the plan; and

•the Insider who adopted the plan may not confer with the person administering the plan regarding the Company or its securities.

14.Each trading plan used by an Insider must provide for suspension of trades under the plan if legal, regulatory or contractual restrictions are imposed on the Insider, or other events occur, that would prohibit trades under the plan.

15.Each trading plan must contain an explicit acknowledgement by the Insider that all filings required by the Exchange Act, as a result of or in connection with transactions under the plan, are the sole obligation of the Insider and not the Company.

16.All transactions under the trading plan must comply with applicable law.

17.The trading plan (including any modified trading plan) must meet such other requirements as the Insider Trading Compliance Officer or such officer’s designee may determine.

14

Document

Exhibit 21

Subsidiaries

Name of Subsidiary	Jurisdiction of Incorporation or Organization	Percentage of Ownership by the Registrant
BeiGene 101	Cayman Islands	100	%
BeOne Medicines Argentina S.R.L	Argentina	100	%
BeOne Medicines AUS PTY LTD	Australia	100	%
BeOne Medicines Austria GmbH	Austria	100	%
BeOne Medicines (Beijing) Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Belgium SRL	Belgium	100	%
BeOne Biologics Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Brasil Ltda.	Brazil	100	%
BeOne Medicines (Canada) ULC	Canada	100	%
BeOne Medicines Chile Limitada	Chile	100	%
BeOne Medicines Colombia S.A.S.	Colombia	100	%
BeOne Medicines ESP, S.L.U. (Spain)	Spain	100	%
BeOne Medicines France Sarl	France	100	%
BeOne Medicines Germany GmbH	Germany	100	%
BeOne Guangzhou Biologics Manufacturing Co., Ltd.	People’s Republic of China	100	%
BeOne (Guangzhou) Innovation Technology Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines (Hong Kong) Co., Limited	Hong Kong	100	%
BeOne Medicines Hopewell Urban Renewal, LLC	New Jersey, United States	100	%
BeOne Medicines International GmbH	Switzerland	100	%
BeOne Medicines Ireland Limited	Republic of Ireland	100	%
BeOne Medicines Italy S.r.l.	Italy	100	%
BeOne Medicines Japan	Japan	100	%
BeOne Medicines Korea Y.H.	South Korea	100	%
BeOne Medicines Malaysia Sdn Bhd.	Malaysia	100	%
BeOne Medicines Mexico S. de R.L. de C.V.	Mexico	100	%
BeOne Medicines Netherlands B.V.	Netherlands	100	%
BeOne Medicines NZ Unlimited	New Zealand	100	%
BeOne Medicines Peru (Sociedad Comercial de Responsabilidad Limitada - S.R.L)	Peru	100	%
BeOne Medicines Pharmaceuticals GmbH	Switzerland	100	%
BeOne Pharmaceutical (Guangzhou) Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Israel Ltd.	Israel	100	%
BeOne Pharmaceutical (Shanghai) Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Poland sp. z o.o.	Poland	100	%
BeOne Medicines Portugal, Unipessoal Lda	Portugal	100	%
BeiGene Shanghai	Cayman Islands	100	%
BeiGene Shanghai 101	Cayman Islands	100	%
BeOne Medicines (Shanghai) Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines (Shanghai) Development Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines (Shanghai) Management Consulting Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines (Shanghai) Research & Development Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Shanghai Asset Limited	Hong Kong	100	%
BeOne Medicines Singapore Pte. Ltd	Singapore	100	%
BeOne Medicines South Africa (PTY) Ltd.	South Africa	100	%
BeOne Pharmaceutical (Suzhou) Co., Ltd.	People’s Republic of China	100	%

Exhibit 21

BeOne Medicines Sweden AB	Sweden	100	%
BeOne Medicines (Taiwan) Limited	Taiwan	100	%
BeiGene (Thailand) Ltd.	Thailand	100	%
BeiGene Turkey Medical Products Trade Limited Company	Turkey	100	%
BeOne Medicines UK, Ltd.	United Kingdom	100	%
BeOne Medicines United Kingdom, Ltd.	United Kingdom	100	%
BeOne Medicines USA, Inc.	Delaware, United States	100	%
BeOne Medicines US Holdings, LLC	Delaware, United States	100	%
BeOne Medicines US Manufacturing Co., Inc.	Delaware, United States	100	%
Beijing Innerway Bio-tech Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Global Business Services Sp. Z o.o.	Poland	100	%
BG NC 1, Ltd.	Cayman Islands	100	%
BG NC 2, Ltd.	Cayman Islands	100	%
Newco 101	Cayman Islands	100	%
SuGene Pharmaceuticals (Suzhou) Co., Ltd.	People’s Republic of China	100	%
BeOne Medicines Treasury Ltd.	Cayman Islands	100	%
BeOne Medicines I GmbH	Switzerland	100	%
BeOne Medicines d.o.o. Beograd	Serbia	100	%

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND REPORT ON SCHEDULE

Consent

We consent to the incorporation by reference in the following Registration Statements:

1)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-209410) pertaining to the 2011 Option Plan, 2016 Share Option and Incentive Plan, and Non-Plan Share Options of BeOne Medicines Ltd.,

2)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-214064) pertaining to the 2011 Option Plan of BeOne Medicines Ltd.,

3)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-216885) pertaining to the 2016 Share Option and Incentive Plan of BeOne Medicines Ltd.,

4)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-223319) pertaining to the 2016 Share Option and Incentive Plan, as amended, of BeOne Medicines Ltd.,

5)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-225543) pertaining to the 2018 Employee Share Purchase Plan and the 2018 Inducement Equity Plan of BeOne Medicines Ltd.,

6)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-228786) pertaining to the Second Amended and Restated 2016 Share Option and Incentive Plan and the Second Amended and Restated 2018 Employee Share Purchase Plan of BeOne Medicines Ltd.,

7)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-241697) pertaining to the Second Amended and Restated 2016 Share Option and Incentive Plan, as amended, of BeOne Medicines Ltd.,

8)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-266639) pertaining to the Second Amended and Restated 2016 Share Option and Incentive Plan, as amended, of BeOne Medicines Ltd.,

9)Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-279980) pertaining to the Third Amended and Restated 2016 Share Option and Incentive Plan and the Fourth Amended and Restated 2018 Employee Share Purchase Plan of BeOne Medicines Ltd.,

10)Post Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-271762) of BeOne Medicines Ltd. and the related prospectus, and

11)Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-271765) of BeOne Medicines Ltd. and the related prospectus;

of our reports dated February 26, 2026, with respect to the consolidated financial statements of BeOne Medicines Ltd. and the effectiveness of internal control over financial reporting of BeOne Medicines Ltd. included in this Annual Report (Form 10-K) of BeOne Medicines Ltd. for the year ended December 31, 2025.

Report on Schedule

To the Shareholders and the Board of Directors of BeOne Medicines Ltd.

We have audited the consolidated financial statements of BeOne Medicines Ltd. (the “Company”) as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and have issued our report thereon dated February 26, 2026 included elsewhere in this Form 10-K. Our audits of the consolidated financial statements included the financial statement schedule listed in Item 15 of this Form 10-K (the “schedule”). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s schedule, based on our audits.

In our opinion, the schedule presents fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.

/s/ Ernst & Young LLP
Boston, Massachusetts
February 26, 2026

Document

Exhibit 31.1

CERTIFICATIONS UNDER SECTION 302

I, John V. Oyler, certify that:

1.I have reviewed this annual report on Form 10-K of BeOne Medicines Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2026

/s/ JOHN V. OYLER
John V. Oyler
Chief Executive Officer and Chairman
(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATIONS UNDER SECTION 302

I, Aaron Rosenberg, certify that:

1.I have reviewed this annual report on Form 10-K of BeOne Medicines Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2026

/s/ Aaron Rosenberg
Aaron Rosenberg
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATIONS UNDER SECTION 906

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of BeOne Medicines Ltd., a corporation organized under the laws of Switzerland (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 26, 2026	/s/ JOHN V. OYLER
	John V. Oyler
	Chief Executive Officer and Chairman
	(Principal Executive Officer)
Dated: February 26, 2026	/s/ AARON ROSENBERG
	Aaron Rosenberg
	Chief Financial Officer
	(Principal Financial Officer)

Document

Exhibit 97

BEONE MEDICINES LTD.

COMPENSATION RECOVERY POLICY

BeOne Medicines Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

1.Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons in accordance with Applicable Rules. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

2.Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

3.Definitions

a.“Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year.

b.“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any applicable rules or regulations adopted by the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 10D of the Exchange Act.

c.“Board” means the Board of Directors of the Company.

d.“Committee” means the Compensation Committee of the Board.

e.“Covered Person” means any Executive Officer and any other person designated by the Board or the Committee as being subject to this Policy, who served the Company in such role at a time during the performance period applicable to Incentive-Based Compensation such person received during service in such role. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with respect to Incentive-Based Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).

f.“Effective Date” means October 2, 2023.

g.“Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received when the Financial Reporting Measure is attained, not when the actual payment, grant, or vesting occurs.

h.“Exchange” means The Nasdaq Stock Market LLC.

i.“Executive Officer” means the president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of parents or subsidiaries of the Company may be deemed executive officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant.

j.“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measure that is derived wholly or in part from such measure (including, for example, a non-GAAP financial measure), stock price and total shareholder return.

k.“Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

l.“Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure; provided solely to the extent applicable under paragraph 6, such term shall be expanded to include all equity-based compensation provided by the Company or any of its subsidiaries, including, without limitation, stock options, restricted stock awards, restricted stock units, performance share units, and stock appreciation rights regardless of whether such compensation is tied to a Financial Reporting Measure.

m.“Participating Employee” means any current or former employee of the Company who is not a Covered Person but who is at the level of Vice President or above and is an individual (i) whose compensation is overseen by the Compensation Committee, (ii) who received Incentive-Based Compensation, or (iii) holding a role of senior financial personnel of the Company.

n.“Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Financial Restatement.

4.Exception to Compensation Recovery Requirement

The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party, including outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; (ii) recovery would cause the Company to violate a law of Switzerland that was adopted prior to November 28, 2022, and the Company obtains an opinion of Swiss counsel that recovery would result in a violation of such country’s law and provides the opinion to the Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.

5.Recovery from Participating Employees

In addition to (and without limiting) the provisions of paragraph 2 above, in the event the Company is required to prepare a Financial Restatement after the Effective Date, the Company may, in its sole discretion, recover from any Participating Employee who received Incentive-Based Compensation from the Company during the Applicable Recovery Period, the amount that exceeds what would have been paid to the Participating Employee under the Financial Restatement; provided that, this paragraph 5 will apply only to the extent the Board or the Committee, in its sole discretion, determines that the Participating Employee committed any act or omission that materially contributed to the circumstances requiring the Financial Restatement and such act or omission involved any of the following: (i) gross negligence with respect to or misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of the Participating Employee’s employment by the Company; or (ii) a breach of a fiduciary duty to the Company or its shareholders by the Participating Employee.

6.Recovery where Gross Negligence or Intentional Misconduct

In addition to (and without limiting) the provisions of paragraphs 2 and 5 above, in the event the Company is required to prepare a Financial Restatement after the Effective Date and the Board or the Committee, in its sole discretion, determines that a Covered Person’s or a Participating Employee’s act or omission contributed to the circumstances requiring the Financial Restatement and such act or omission involved any of the following: (i) gross negligence or willful, knowing or intentional misconduct or gross negligence with respect to or a willful, knowing or intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements in the course of the Covered Person’s or the Participating Employee’s employment by the Company or (ii) fraud in the course of the Covered Person’s or the Participating Employee’s employment by the Company, the Company may, in its sole discretion, recover from such Covered Person or Participating Employee up to 100% (as determined by the Board or the Committee in its sole discretion) of the Incentive-Based Compensation received by such Covered Person or Participating Employee from the Company during the Applicable Recovery Period.

7.Tax Considerations

To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.

8.Method of Compensation Recovery

The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:

a.requiring reimbursement of cash Incentive-Based Compensation previously paid;

b.seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;

c.cancelling or rescinding some or all outstanding vested or unvested equity-based awards;

d.adjusting or withholding from unpaid compensation or other set-off;

e.cancelling or offsetting against planned future grants of equity-based awards; and/or

f.any other method permitted by applicable law or contract.

Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.

9.Policy Interpretation

This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules.

10.Policy Administration

This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.

11.Compensation Recovery Repayments not Subject to Indemnification

Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.

Adopted: November 21, 2023

Amended: May 27, 2025

6

Document

Exhibit 99.1

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

In March 2022, the U.S. Securities and Exchange Commission (“SEC”) added BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.) (the “Company”) to its conclusive list of issuers identified under the Holdings Foreign Companies Accountable Act (“HFCAA”) following the filing of our annual report on Form 10-K with the SEC, which annual report was audited by Ernst & Young Hua Ming LLP, a registered public accounting firm in mainland China that the Public Company Accounting Oversight Board (“PCAOB”) previously was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction. On March 23, 2022, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting to be filed with the SEC and since that time, the Company has engaged Ernst & Young LLP, located in Boston, Massachusetts, United States, as the Company’s independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting for the fiscal years ending December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

The Company has determined that no governmental entity in China has a controlling financial interest in the Company or its consolidated foreign operating entities. To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating entities. The articles of incorporation of the Company, as amended, and those of its consolidated foreign operating entities, do not contain any wording received from any charter of the Chinese Communist Party.