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SEC Filings

BEIGENE, LTD. filed this Form 10-Q on 08/09/2018
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Exhibit 10.8




THIS CONSULTING AGREEMENT (the “Consulting Agreement”), dated July 24, 2018, is entered into by BeiGene, Ltd., a Cayman Islands exempted company (the “Company”), and Xiaodong Wang (the “Consultant”).


WHEREAS, the Company desires to retain the services of the Consultant and the Consultant desires to perform certain services for the Company on a consulting basis; and


WHEREAS, the Consultant is in the business of providing such services and has agreed to provide such services pursuant to the terms and conditions set forth in this Consulting Agreement;


NOW, THEREFORE in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:


1. Services To Be Performed.  During the period starting on the date hereof (the “Effective Date”) and ending on December 31, 2020, unless terminated earlier in accordance with the provisions of Section 4 below (the “Consulting Period”), the Consultant agrees to perform consulting services as may be reasonably requested by the Company from time to time, including but not limited to (i) providing the Company with scientific knowledge and technique knowhow; (ii) helping to facilitate the Company’s relationship with the government, academic, investment, and medical community in China; (iii) assisting in the recruitment of potential employees to the Company, and (iv) facilitating business development with other pharmaceutical and biotech companies (collectively, the “Services”).  Consultant shall be expected to devote approximately ten (10) hours per workweek to the provision of Services hereunder and shall be expected to travel, as requested from time to time by the Company.  The Consultant agrees to keep the Company updated, promptly upon the Company’s request, of any progress, problems, and/or development of which the Consultant is aware regarding the Services.  The Company shall have the right to require such updates in writing from the Consultant.  The Consultant is responsible for providing the necessary equipment, tools, materials and supplies to perform the Services.

2. Independent Contractor Status.  It is the express intention of the parties to this Consulting Agreement that the Consultant is an independent contractor and not an employee, agent, joint venturer or partner of the Company for any purposes whatsoever.  The Consultant shall not be entitled to any benefits that the Company may make available to employees from time to time.  The Consultant shall be solely responsible for all appropriate and/or necessary income taxes, withholding taxes, payroll contributions, unemployment insurance and social security taxes and for maintaining adequate workers’ compensation insurance coverage for himself.  Consultant shall assume and accept all responsibilities that are imposed on independent contractors by any statute, regulation, rule of law, or otherwise.  Consultant is not the agent of Company and is not authorized and shall not have the power or authority to bind Company or incur any liability or obligation.  While Company is entitled to provide Consultant with general guidance to assist Consultant in completing the scope of work to Company’s satisfaction, Consultant is ultimately responsible for directing and controlling the performance of the task and the scope of work, in accordance with the terms and conditions of this Agreement.  Consultant shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.  The Consultant retains the right to contract with other companies or entities for his services; provided, however, that such other engagements must not interfere with the Consultant’s performance of the Services or violate the provision of the Confidentiality, Non-Solicitation and Assignment of Inventions Agreement by and between Consultant and the Company.  Likewise, the Company retains a reciprocal right to contract with other companies and/or individuals for consulting services without restriction.

3. Consulting Fees.

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Company hereunder during the Consulting Period, the Company shall provide the Consultant the following compensation (the “Compensation”): (i) a fixed fee of US$44,110 for the Services rendered hereunder


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