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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
FORM 10-Q
___________________________________________________________
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
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
BGNE New Logo 2.jpg
BEIGENE, LTD.
(Exact name of registrant as specified in its charter)

Cayman Islands98-1209416
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman IslandsKY1-1108
(Address of principal executive offices)
(Zip Code)
+1 (345) 949-4123
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per shareBGNEThe NASDAQ Global Select Market
Ordinary Shares, par value $0.0001 per share*06160The Stock Exchange of Hong Kong Limited
*Included in connection with the registration of the American Depositary Shares with the 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.
As of November 1, 2023, 1,359,497,624 ordinary shares, par value $0.0001 per share, were outstanding, of which 871,833,599 ordinary shares were held in the form of 67,064,123 American Depositary Shares, each representing 13 ordinary shares, and 115,055,260 were RMB shares.
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐     No  ☒

Table of Contents

BeiGene, Ltd.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
  Page
   
   
   
   
  
  
  
  
  
  
  
  
  
  

2
Table of Contents

PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements
BEIGENE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
  As of
  September 30,December 31, 
 Note20232022
  $$
  (unaudited)(audited)
Assets   
Current assets:   
Cash and cash equivalents 3,067,336 3,869,564 
Short-term restricted cash411,548 196 
Short-term investments4106,989 665,251 
Accounts receivable, net309,079 173,168 
Inventories, net5316,929 282,346 
Prepaid expenses and other current assets9241,661 216,553 
Total current assets 4,053,542 5,207,078 
Property, plant and equipment, net61,178,038 845,946 
Operating lease right-of-use assets98,742 109,960 
Intangible assets, net753,657 40,616 
Other non-current assets9140,900 175,690 
Total non-current assets 1,471,337 1,172,212 
Total assets 5,524,879 6,379,290 
Liabilities and shareholders' equity 
Current liabilities: 
Accounts payable 341,857 294,781 
Accrued expenses and other payables9505,824 467,352 
Deferred revenue, current portion3— 213,861 
Tax payable820,158 25,189 
Operating lease liabilities, current portion23,246 24,041 
Research and development cost share liability, current portion363,652 114,335 
Short-term debt10328,560 328,969 
Total current liabilities 1,283,297 1,468,528 
Non-current liabilities: 
Long-term bank loans10202,491 209,148 
Deferred revenue, non-current portion3300 42,026 
Operating lease liabilities, non-current portion25,474 34,517 
Deferred tax liabilities816,358 15,996 
Research and development cost share liability, non-current portion3191,739 179,625 
Other long-term liabilities941,986 46,095 
Total non-current liabilities 478,348 527,407 
Total liabilities 1,761,645 1,995,935 
Commitments and contingencies17
Shareholders' equity: 
Ordinary shares, US$0.0001 par value per share; 9,500,000,000 shares authorized; 1,352,997,624 and 1,356,140,180 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
 135 135 
Additional paid-in capital 11,502,527 11,540,979 
Accumulated other comprehensive loss14(144,931)(77,417)
Accumulated deficit (7,594,497)(7,080,342)
Total shareholders' equity3,763,234 4,383,355 
Total liabilities and shareholders' equity 5,524,879 6,379,290 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents

BEIGENE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)
(Unaudited)
  Three Months EndedNine Months Ended
  September 30,September 30,
 Note2023202220232022
  $ $ $$
Revenues   
Product revenue, net11595,290 349,506 1,559,326 915,590 
Collaboration revenue3186,018 38,122 265,044 120,236 
Total revenues 781,308 387,628 1,824,370 1,035,826 
Expenses 
Cost of sales - product 96,309 76,543 274,088 212,953 
Research and development 453,259 426,363 1,284,607 1,194,485 
Selling, general and administrative 364,421 322,892 1,087,954 948,868 
Amortization of intangible assets 1,287 187 1,662 563 
Total expenses 915,276 825,985 2,648,311 2,356,869 
Loss from operations (133,968)(438,357)(823,941)(1,321,043)
Interest income, net 26,649 12,759 57,735 34,261 
Other income (expense), net 336,657 (125,640)291,142 (243,290)
Income (loss) before income taxes 229,338 (551,238)(475,064)(1,530,072)
Income tax expense813,925 6,318 39,091 28,408 
Net income (loss) 215,413 (557,556)(514,155)(1,558,480)
Earnings (loss) per share
Basic120.16 (0.41)(0.38)(1.16)
Diluted120.15 (0.41)(0.38)(1.16)
Weighted-average shares outstanding—basic1,360,716,279 1,345,303,747 1,358,392,470 1,337,976,853 
Weighted-average shares outstanding—diluted1,390,331,833 1,345,303,747 1,358,392,470 1,337,976,853 
Earnings (loss) per American Depositary Share (“ADS”)
Basic122.06 (5.39)(4.92)(15.14)
Diluted122.01 (5.39)(4.92)(15.14)
Weighted-average ADSs outstanding—basic104,670,483 103,484,904 104,491,728 102,921,296 
Weighted-average ADSs outstanding—diluted106,948,603 103,484,904 104,491,728 102,921,296 
 The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents

BEIGENE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands of U.S. Dollars (“$”))
(Unaudited)
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Net income (loss)215,413 (557,556)(514,155)(1,558,480)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments(2,559)(80,326)(75,732)(168,411)
Unrealized holding income (loss), net1,315 1,253 8,218 (11,062)
Comprehensive income (loss)214,169 (636,629)(581,669)(1,737,953)
 The accompanying notes are an integral part of these condensed consolidated financial statements.
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BEIGENE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of U.S. Dollars (“$”))
(Unaudited)
  Nine Months Ended September 30,
 Note20232022
  $$
Operating activities:   
Net loss (514,155)(1,558,480)
Adjustments to reconcile net loss to net cash used in operating activities: 
Depreciation and amortization expense 63,856 48,262 
Share-based compensation expenses13274,697 225,036 
Unrealized losses on equity investments412,273 16,413 
Acquired in-process research and development15,000 20,000 
Amortization of research and development cost share liability3(38,569)(70,389)
Deferred income tax benefits 735 380 
Gain on BMS termination settlement15(362,917)— 
Other items, net 822 7,762 
Changes in operating assets and liabilities: 
Accounts receivable (143,511)284,717 
Inventories (52,371)(75,632)
Other assets (17,598)30,325 
Accounts payable 31,366 4,203 
Accrued expenses and other payables 50,089 1,628 
Deferred revenue (255,587)(112,820)
Other liabilities 55 167 
Net cash used in operating activities (935,815)(1,178,428)
Investing activities: 
Purchases of property, plant and equipment (404,937)(204,076)
Purchase of intangible asset(9,413)— 
Purchases of investments (15,581)(14,735)
Proceeds from sale or maturity of investments 567,519 1,352,398 
Purchase of in-process research and development(15,000)(95,000)
Net cash provided by investing activities 122,588 1,038,587 
Financing activities: 
Proceeds from long-term loan1022,502 37,372 
Repayment of long-term loan10(8,462)— 
Proceeds from short-term loans10162,614 163,774 
Repayment of short-term loans10(159,576)(145,428)
Proceeds from option exercises and employee share purchase plan 52,352 35,677 
Net cash provided by financing activities 69,430 91,395 
Effect of foreign exchange rate changes, net (50,348)(133,929)
Net decrease in cash, cash equivalents, and restricted cash (794,145)(182,375)
Cash, cash equivalents, and restricted cash at beginning of period 3,875,037 4,382,887 
Cash, cash equivalents, and restricted cash at end of period 3,080,892 4,200,512 
Supplemental cash flow information: 
Cash and cash equivalents 3,067,336 4,197,132 
Short-term restricted cash 11,548 191 
Long-term restricted cash2,008 3,189 
Income taxes paid 42,516 25,006 
Interest expense paid 15,893 19,865 
Supplemental non-cash information: 
Capital expenditures included in accounts payable and accrued expenses 107,611 47,310 
Acquired intangible asset included in accounts payable9,384 — 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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BEIGENE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in thousands of U.S. Dollars (“$”), except for number of shares)
(Unaudited)
 Ordinary SharesAdditional
Paid-In
Capital		Accumulated
Other Comprehensive Loss		Accumulated
Deficit		Total
 SharesAmount
$$$$$
Balance at December 31, 20221,356,140,180 135 11,540,979 (77,417)(7,080,342)4,383,355 
Use of shares reserved for share option exercises(98,774)— — — — — 
Exercise of options, ESPP and release of RSUs6,610,695 1 28,656 — — 28,657 
Share-based compensation— — 75,322 — — 75,322 
Other comprehensive income— — — 18,403 — 18,403 
Net loss— — — — (348,431)(348,431)
Balance at March 31, 20231,362,652,101 136 11,644,957 (59,014)(7,428,773)4,157,306 
Use of shares reserved for share option exercises220,116 — — — — — 
Exercise of options, ESPP and release of RSUs13,379,119 1 3,691 — — 3,692 
Share-based compensation— — 103,371 — — 103,371 
Other comprehensive loss— — — (84,673)— (84,673)
Net loss— — — — (381,137)(381,137)
Balance at June 30, 20231,376,251,336 137 11,752,019 (143,687)(7,809,910)3,798,559 
Use of shares reserved for share option exercises(4,689,438)— — — — — 
Exercise of options, ESPP and release of RSUs4,708,834 — 17,419 — — 17,419 
Cancellation of ordinary shares(23,273,108)(2)(362,915)— — (362,917)
Share-based compensation— — 96,004 — — 96,004 
Other comprehensive loss— — — (1,244)— (1,244)
Net income— — — — 215,413 215,413 
Balance at September 30, 20231,352,997,624 135 11,502,527 (144,931)(7,594,497)3,763,234 
Balance at December 31, 20211,334,804,281 133 11,191,007 17,950 (5,076,527)6,132,563 
Cost from issuance of ordinary shares— — (152)— — (152)
Use of shares reserved for share option exercises(2,850,328)— — — — — 
Exercise of options, ESPP and release of RSUs2,851,316 — 11,880 — — 11,880 
Share-based compensation— — 65,555 — — 65,555 
Other comprehensive loss— — — (496)— (496)
Net loss— — — — (435,198)(435,198)
Balance at March 31, 20221,334,805,269 133 11,268,290 17,454 (5,511,725)5,774,152 
Use of shares reserved for share option exercises5,016,518 — — — — — 
Exercise of options, ESPP and release of RSUs9,817,938 1 7,091 — — 7,092 
Share-based compensation— — 81,305 — — 81,305 
Other comprehensive loss— — — (99,904)— (99,904)
Net loss— — — — (565,726)(565,726)
Balance at June 30, 20221,349,639,725 134 11,356,686 (82,450)(6,077,451)5,196,919 
Use of shares reserved for share option exercises(3,971,942)— — — — — 
Exercise of options, ESPP and release of RSUs3,972,397 1 16,704 — — 16,705 
Share-based compensation— — 78,176 — — 78,176 
Other comprehensive loss— — — (79,073)— (79,073)
Net loss— — — — (557,556)(557,556)
Balance at September 30, 20221,349,640,180 135 11,451,566 (161,523)(6,635,007)4,655,171 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BEIGENE, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”), except for number of shares and per share data)
(Unaudited)
1. Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies
Description of business
BeiGene, Ltd. (the “Company”, “BeiGene”, “it”, “its”) is a global biotechnology company that is discovering and developing innovative oncology treatments that are more accessible and affordable to cancer patients worldwide.
The Company currently has three approved medicines that were internally discovered and developed, including BRUKINSA®, a small molecule inhibitor of Bruton’s Tyrosine Kinase for the treatment of various blood cancers; TEVIMBRA® (tislelizumab), an anti-PD-1 antibody immunotherapy for the treatment of various solid tumor and blood cancers; and pamiparib, a selective small molecule inhibitor of PARP1 and PARP2. The Company has obtained approvals to market BRUKINSA in the United States, the People's Republic of China (“China” or the “PRC”), the European Union, the United Kingdom, Canada, Australia and additional international markets; tislelizumab in the European Union and China; and pamiparib in China. By leveraging its strong commercial capabilities, the Company has in-licensed the rights to distribute an additional 14 approved medicines for the China market. Supported by its global clinical development and commercial capabilities, the Company has entered into collaborations with world-leading biopharmaceutical companies such as Amgen Inc. (“Amgen”) and Novartis Pharma AG (“Novartis”) to develop and commercialize innovative medicines.
The Company is committed to advancing best- and first-in-class clinical candidates internally or with like-minded partners to develop impactful and affordable medicines for patients across the globe. The Company has conducted more than 120 clinical trials in-house, with over 21,000 subjects enrolled in approximately 45 regions. This includes more than 36 pivotal or potentially registration-enabling trials across its portfolio, including three internally discovered, approved medicines.
The Company has built, and is expanding, its internal manufacturing capabilities. The Company is building a commercial-stage biologics manufacturing and clinical R&D center in Hopewell, New Jersey (the “Hopewell facility”), in addition to its existing state-of-the-art biologic and small molecule manufacturing facilities in China to support current and potential future demand of its medicines. The Company also works with high quality global contract manufacturing organizations (“CMOs”) to manufacture its internally developed clinical and commercial products.
Since its inception in 2010, the Company has become a fully integrated global organization of over 10,000 employees worldwide, primarily in the United States, China and Europe.
Basis of presentation and consolidation
The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of shareholders' equity for the three and nine months ended September 30, 2023 and 2022, and the related footnote disclosures are unaudited. The accompanying unaudited interim condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”).
The unaudited interim condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
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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, identifying separate accounting units and determining the standalone selling price of each performance obligation in the Company’s 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 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.
Significant accounting policies
For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2022.
There have been no material changes to the Company’s significant accounting policies as of and for the nine months ended September 30, 2023, as compared to the significant accounting policies described in the Annual Report.
2. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.
The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.
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The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of September 30, 2023 and December 31, 2022:
 Quoted Price in Active Market for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
As of September 30, 2023(Level 1)(Level 2)(Level 3)
 $$$
Cash equivalents   
Money market funds616,845 — — 
Time deposits42,348 — — 
Short-term investments (Note 4):
U.S. Treasury securities106,989 — — 
Prepaid expenses and other current assets:
Convertible debt instrument— — 4,668 
Other non-current assets (Note 4):
Equity securities with readily determinable fair values1,014 72 — 
Convertible debt instrument— — 3,239 
Total767,196 72 7,907 
 
 Quoted Price in Active Market for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
As of December 31, 2022(Level 1)(Level 2)(Level 3)
 $$$
Cash equivalents   
Money market funds758,114 — — 
Short-term investments (Note 4):
U.S. Treasury securities665,251 — — 
Prepaid expenses and other current assets:
Convertible debt instrument— — 5,190 
Other non-current assets (Note 4):
Equity securities with readily determinable fair values3,307 706 — 
Convertible debt instrument— — 3,000 
Total1,426,672 706 8,190 
The Company's cash equivalents are highly liquid investments with original maturities of 3 months or less. Short-term investments represent the Company's investments in available-for-sale debt securities. The Company determines the fair value of cash equivalents and available-for-sale debt securities using a market approach based on quoted prices in active markets.
The Company's equity securities carried at fair value consist of holdings in common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc. (“Leap”), which were acquired in connection with a collaboration and license agreement entered into in January 2020 and in Leap's underwritten public offering in September 2021. The common stock investment in Leap, a publicly-traded biotechnology company, is measured and carried at fair value and classified as Level 1. The warrants to purchase additional shares of common stock in Leap are classified as a Level 2 investment and are measured using the Black-Scholes option-pricing valuation model, which utilizes a constant maturity risk-free rate and reflects the term of the warrants, dividend yield and stock price volatility, that is based on the historical volatility of similar companies. Refer to Note 4, Restricted Cash and 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 two 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 income (expense), net. The Company recorded a loss on fair value adjustment of $283 for the three and nine months ended September 30, 2023, respectively, related to the convertible debt instrument to other income (expense), net in the consolidated statements of operations.
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As of September 30, 2023 and December 31, 2022, 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 bank loans approximate their 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.
3. Collaborative and Licensing Arrangements
The Company has entered into collaborative arrangements for the research and development, manufacture and/or commercialization of medicines 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.
Out-Licensing Arrangements
For the three and nine months ended September 30, 2023 and 2022, the Company’s collaboration revenue primarily consisted of the recognition of previously deferred revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.
The following table summarizes total collaboration revenue recognized for the three and nine months ended September 30, 2023 and 2022:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Revenue from Collaborators$$$$
Research and development service revenue59,0529,834 79,432 34,074 
Right to access intellectual property revenue51,97826,249 104,475 78,746 
Material rights revenue71,980— 71,980 — 
Other3,0082,039 9,157 7,416 
Total186,01838,122 265,044 120,236 
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 the United States, Canada, Mexico, member countries of the European Union, United Kingdom, Norway, Switzerland, Iceland, Liechtenstein, Russia and Japan (“Novartis Territory”). The Company and Novartis agreed to jointly develop tislelizumab in the Novartis Territory, with Novartis responsible for regulatory submissions and Novartis had the right to 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 was provided with 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. The Company was eligible to receive up to $1,300,000 upon the achievement of regulatory milestones, $250,000 upon the achievement of sales milestones, and royalties on future sales of tislelizumab in the licensed territory. Under the terms of the agreement, the Company was responsible for funding ongoing clinical trials of tislelizumab, Novartis agreed to fund new registrational, bridging, or post-marketing studies in its territory, and each party was responsible for funding clinical trials evaluating tislelizumab in combination with its own or third party products. Each party retained the worldwide right to commercialize its propriety products in combination with tislelizumab.
The Company evaluated the Novartis agreement under ASC 606 as all the material units of account within the agreement represented transactions with a customer. The Company identified the following material components under the agreement: (1) exclusive license for Novartis to develop, manufacture, and commercialize tislelizumab in the Novartis Territory, transfer of know-how and use of the tislelizumab trademark; (2) conducting and completing ongoing trials of tislelizumab (“tislelizumab R&D services”); and (3) supplying Novartis with required quantities of the tislelizumab drug product, or drug substance, upon receipt of an order from Novartis.
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The Company determined that the license, transfer of know-how and use of trademarks were not distinct from each other and represented a single performance obligation. The tislelizumab R&D services represented a material promise and were determined to be a separate performance obligation at the outset of the agreement as the promise is distinct and had standalone value to Novartis. The Company evaluated the supply component of the contract and noted the supply would not be provided at a significant incremental discount to Novartis. The Company concluded that, for the purpose of ASC 606, the provision related to providing clinical and commercial supply of tislelizumab in the Novartis Territory was an option but not a performance obligation of the Company at the outset of the agreement. A performance obligation for the clinical and commercial supply would be established as quantities of drug product or drug substance were ordered by Novartis.
The Company determined that the transaction price as of the outset of the arrangement was the upfront payment of $650,000. The potential milestone payments that the Company was eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained due to uncertainty of achievement. The transaction price was allocated to the two identified performance obligations based on a relative fair value basis. The standalone selling price of the license, transfer of know-how and use of trademarks performance obligation was determined using the adjusted market assessment approach. Based on the valuation performed by the Company, the standalone selling price of the license, transfer of know-how and use of trademarks was valued at $1,231,000. The standalone selling price of the tislelizumab R&D services was valued at $420,000 using a cost plus margin valuation approach. Based on the relative standalone selling prices of the two performance obligations, $484,646 of the total transaction price was allocated to the license and $165,354 was allocated to the tislelizumab R&D services.
The Company satisfied the license performance obligation at a point in time when the license was delivered and the transfer of know-how completed which occurred during the nine months ended September 30, 2021. As such, the Company recognized the entire amount of the transaction price allocated to the license as collaboration revenue during the nine months ended September 30, 2021. The portion of the transaction price allocated to the tislelizumab R&D services was deferred and was being recognized as collaboration revenue as the tislelizumab R&D services were performed using a percentage-of-completion method. Estimated costs to complete were reassessed on a periodic basis and any updates to the revenue earned were recognized on a prospective basis.
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 BeiGene’s approval. BeiGene 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 Company recognized R&D service revenue of $55,483 and $72,279 during the three and nine months ended September 30, 2023, respectively, and $8,043 and $28,699 during the three and nine months ended September 30, 2022, respectively. The Company also recognized other collaboration revenue of $54 and $5,067 during the three and nine months ended September 30, 2023, respectively, and $2,039 and $7,416 during the three and nine ended September 30, 2022, respectively, related to the 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 in January 2022 from Novartis and would have received an additional payment of $600,000 or $700,000 in the event Novartis exercised its exclusive time-based option prior to mid-2023 or between then and late-2023, respectively. Following option exercise, the Company was eligible to receive up to $745,000 upon the achievement of regulatory approval milestones, $1,150,000 upon the achievement of sales milestones, and royalties on future sales of ociperlimab in the Novartis Territory. Subject to the terms of the option, collaboration and license agreement, during the option period, Novartis agreed to initiate and
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fund additional global clinical trials with ociperlimab and the Company agreed to expand enrollment in two ongoing trials. Following the option exercise, Novartis agreed to share development costs of global trials. Following approval, the Company agreed to provide 50 percent of the co-detailing and co-field medical efforts in the United States, and had an option to co-detail up to 25 percent in Canada and Mexico, funded in part by Novartis. Each party retained the worldwide right to commercialize its propriety products in combination with ociperlimab. The prior tislelizumab collaboration and license agreement was not modified as a result of the ociperlimab option, collaboration and license agreement.
The Company evaluated the Novartis agreements under ASC 606 as the units of account within the agreement represented transactions with a customer. The Company identified the following material promises under the agreement: (1) exclusive option for Novartis to license the rights to develop, manufacture, and commercialize ociperlimab in the Novartis Territory; (2) Novartis' right to access ociperlimab in its own clinical trials during the option period; (3) initial transfer of BeiGene know-how; and (4) conducting and completing ongoing trials of ociperlimab during the option period (“ociperlimab R&D Services”, together with “tislelizumab R&D services”, “R&D services”). The market development activities are considered immaterial in the context of the contracts.
The Company concluded that, at the inception of the agreement, the option for the exclusive product license constituted a material right as it represents a significant and incremental discount to the fair value of the exclusive product license that Novartis would not have received without entering into the agreement and was therefore considered a distinct performance obligation. The Company determined that Novartis' right to access ociperlimab in its own trials over the option period and the initial transfer of know-how were not distinct from each other, as the right to access ociperlimab has limited value without the corresponding know-how transfer, and therefore should be combined into one distinct performance obligation. The ociperlimab R&D Services represent a material promise and were determined to be a separate performance obligation at the outset of the agreement as the promise is distinct and has standalone value to Novartis.
The Company determined the transaction price at the outset of the arrangement as the upfront payment of $300,000. The option exercise fee was contingent upon Novartis exercising its right and was considered fully constrained until the option was exercised. Additionally, the milestone and royalty payments were not applicable until after the option is exercised, at which point the likelihood of meeting milestones, regulatory approval and meeting certain sales thresholds would be assessed. The transaction price was allocated to the three identified performance obligations based on a relative fair value basis. The standalone selling price of the material right for the option to the exclusive product license was calculated as the incremental discount between (i) the value of the license determined using a discounted cash flow method adjusted for probability of the option being exercised and (ii) the expected option exercise fee using the most-likely-amount method at option exercise. The standalone selling price of the combined performance obligation for Novartis' right to access ociperlimab for its own clinical trials during the option period and the initial transfer of BeiGene know-how was determined using a discounted cash flow method. The standalone selling price of the ociperlimab R&D Services was determined using an expected cost plus margin approach. Based on the relative standalone selling prices of the three performance obligations, $71,980 of the total transaction price was allocated to the material right, $213,450 was allocated to Novartis' right to use ociperlimab in its own clinical trials during the option period and the transfer of BeiGene know-how, and $14,570 was allocated to the ociperlimab R&D Services.
The Company would have satisfied the material right performance obligation at a point in time at the earlier of when Novartis exercised the option and the license was delivered or the expiration of the option period. As such, the entire amount of the transaction price allocated to the material right was deferred. The portion of the transaction price allocated to Novartis' right to access ociperlimab in its own clinical trials during the option period and the initial transfer of BeiGene know-how was deferred and was recognized over the expected option period. The portion of the transaction price allocated to the ociperlimab R&D Services was deferred and was recognized as collaboration revenue as the ociperlimab R&D Services were performed over the expected option period.
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 Company recognized collaboration revenue of $51,978 and $104,475 related to Novartis’ right to access ociperlimab in clinical trials and the transfer of know how performance obligation during the three and nine months ended September 30, 2023, respectively, and $26,249 and $78,746 during the three and nine months ended September 30, 2022, respectively. The Company recognized R&D service revenue of $3,569 and $7,153 during the three and nine months ended September 30, 2023 and $1,791 and $5,375 during the three and nine months ended September 30, 2022, respectively. The Company recognized the $71,980 allocated to the material right as collaboration revenue upon termination during the quarter ended September 30, 2023. The Company also recognized other collaboration revenue of $2,954 and $5,590 related to revenue generated under the broad
13

markets marketing and promotion agreement in conjunction with the collaboration during the three and nine months ended September 30, 2023, respectively.
In-Licensing Arrangements - Commercial
Amgen
In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (“Amgen Collaboration Agreement”) for the commercialization and development in China, excluding Hong Kong, Taiwan and Macau, of Amgen’s XGEVA®, KYPROLIS® and BLINCYTO®, and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with BeiGene responsible for development and commercialization in China. 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 China for five or seven years. Amgen is responsible for manufacturing the products globally and will supply the products to the Company at an agreed upon price. The Company and Amgen will share equally in the China commercial profits and losses during the commercialization period. Following the commercialization period, the Company has the right to retain one product and is entitled to receive royalties on sales in China for an additional five years on the products not retained. XGEVA was approved in China in 2019 for patients with giant cell tumor of the bone and in November 2020 for the prevention of skeletal-related events in cancer patients with bone metastases. In July 2020, the Company began commercializing XGEVA in China. In December 2020, BLINCYTO was approved in China for injection for the treatment of adult patients with relapsed or refractory (R/R) B-cell precursor acute lymphoblastic leukemia (ALL). In July 2021, KYPROLIS was conditionally approved in China for injection in combination with dexamethasone for the treatment of adult patients with R/R multiple myeloma. In April 2022, BLINCYTO was conditionally approved for injection for the treatment of pediatric patients with R/R CD19-positive B-cell precursor ALL.
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 China 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 China. For each pipeline asset that is approved in China, 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), Amgen's KRAS G12C inhibitor, for commercialization in China. The Company and Amgen will share equally in the China commercial profits and losses during the commercialization period. The Company is entitled to receive royalties from sales in China 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 China (with the exception of LUMAKRAS).

On April 20, 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 connections 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 BeiGene. 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 anticipated termination of LUMAKRAS from the Amgen Collaboration Agreement.
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 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 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 in October 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
14

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.
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 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 three and nine months ended September 30, 2023 and 2022 were as follows:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Research and development expense16,321 25,462 39,595 72,251 
Amortization of research and development cost share liability15,900 24,806 38,569 70,389 
Total amount due to Amgen for BeiGene's portion of the development funding32,221 50,268 78,164 142,640 
As of
September 30,
2023
Remaining portion of development funding cap 517,544 
As of September 30, 2023 and December 31, 2022, the research and development cost share liability recorded in the Company's balance sheet was as follows:
 As of
 September 30,December 31,
 20232022
 $$
Research and development cost share liability, current portion63,652 114,335 
Research and development cost share liability, non-current portion191,739 179,625 
Total research and development cost share liability255,391 293,960 
The total reimbursement due to (from) Amgen under the commercial profit-sharing agreement for product sales is classified in the income statement for the three and nine months ended September 30, 2023 and 2022 as follows:

 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Cost of sales - product3,159 319 4,343 3,797 
Research and development431 (1,125)1,743 (227)
Selling, general and administrative(14,679)(13,854)(44,067)(40,496)
Total(11,089)(14,660)(37,981)(36,926)
The Company purchases commercial inventory from Amgen to distribute in China. Inventory purchases amounted to $18,746 and $58,023 during the three and nine months ended September 30, 2023, respectively, and $29,269 and $59,330 during the three and nine months ended September 30, 2022, respectively. Net amounts payable to Amgen was $45,918 and $54,064 as of September 30, 2023 and December 31, 2022, respectively.
15


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 three and nine months ended September 30, 2023 and 2022 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.

 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
Payments due to collaboration partnersClassification$$$$
Upfront paymentsResearch and development expense15,000 20,000 15,000 20,000 
Regulatory and commercial milestone paymentsIntangible asset9,379 — 18,612 — 
Total24,379 20,000 33,612 20,000 
4. Restricted Cash and Investments
Restricted Cash
The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts for collateral for letters of credit. The Company classifies restricted cash as current or non-current based on the term of the restriction. Restricted cash as of September 30, 2023 and December 31, 2022 was as follows:
 As of
 September 30,December 31,
 20232022
 $$
Short-term restricted cash11,548 196 
Long-term restricted cash2,008 5,277 
Total13,556 5,473 
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 prospectus as well as those disclosed in the Company's proceeds management policy approved by the board of directors. As of September 30, 2023, the Company had cash remaining related to the STAR Offering proceeds of $1,349,492.
Short-Term Investments
Short-term investments as of September 30, 2023 consisted of the following available-for-sale debt securities:
  GrossGrossFair Value
 AmortizedUnrealizedUnrealized(Net Carrying
 CostGainsLossesAmount)
 $$$$
U.S. Treasury securities107,783 — 794 106,989 
Total107,783 — 794 106,989 
 Short-term investments as of December 31, 2022 consisted of the following available-for-sale debt securities:
16

  Gross Gross Fair Value
 AmortizedUnrealizedUnrealized(Net Carrying
 CostGainsLossesAmount)
 $$$$
U.S. Treasury securities674,262 — 9,011 665,251 
Total674,262 — 9,011 665,251 
As of September 30, 2023, the Company's available-for-sale debt securities consisted entirely of short-term U.S. treasury securities, which were determined to have zero risk of expected credit loss. Accordingly, no allowance for credit loss was recorded as of September 30, 2023.
Equity Securities with Readily Determinable Fair Values
Leap Therapeutics, Inc. (Leap)
In January 2020, the Company purchased $5,000 of Series B mandatorily convertible, non-voting preferred stock of Leap in connection with a strategic collaboration and license agreement the Company entered into with Leap. The Series B shares were subsequently converted into shares of Leap common stock and warrants to purchase additional shares of common stock upon approval of Leap's shareholders in March 2020. In September 2021, the Company purchased $7,250 of common stock in Leap's underwritten public offering. As of September 30, 2023, the Company's ownership interest in the outstanding common stock of Leap was 2.9% based on information from Leap. Inclusive of the shares of common stock issuable upon the exercise of the currently exercisable warrants, the Company's interest is approximately 4.7%. The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other income (expense), net.
Losses recognized on the Company's investment in Leap were as follows:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Other income (expense), net
(2,291)(2,950)(2,927)(25,611)
As of September 30, 2023 and December 31, 2022, the fair value of the common stock and warrants were as follows:
 As of
 September 30,December 31,
 20232022
 $$
Fair value of Leap common stock1,014 3,307 
Fair value of Leap warrants72 706 

Private Equity Securities without Readily Determinable Fair Values
The Company invests in equity securities of certain companies whose securities are not publicly traded and fair value is not readily determinable and where the Company has concluded it does not have significant influence based on its ownership percentage and other factors. These investments are recorded 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. The Company held investments of $57,631 and $57,054 in equity securities without readily determinable fair values as of September 30, 2023 and December 31, 2022, respectively.
Gains/losses recognized on the Company's investments in equity securities without readily determinable fair values were as follows:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Other income (expense), net
(5,522)4,699 (4,441)5,065 
17


Equity-Method Investments
The Company records equity-method investments at cost and subsequently adjusts the basis based on the Company's ownership percentage in the investee's income and expenses, as well as dividends, if any. The Company holds equity-method investments totaling $27,325 and $27,710 as of September 30, 2023 and December 31, 2022, respectively, that it does not consider to be individually significant to its financial statements.
Losses recognized on the Company's equity-method investments were as follows:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Other income (expense), net
(2,675)(1,357)(5,299)(2,591)
5. Inventories, Net
The Company’s inventories, net consisted of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Raw materials94,031 88,957 
Work in process40,023 20,886 
Finished goods182,875 172,503 
Total inventories, net316,929 282,346 
6. Property, Plant and Equipment, Net
Property, plant and equipment, net are recorded at cost and consisted of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Land65,485 65,485 
Building215,182 222,448 
Manufacturing equipment172,692 175,679 
Laboratory equipment186,545 158,908 
Leasehold improvement53,135 53,786 
Software, electronics and office equipment74,766 47,483 
Property, plant and equipment, at cost767,805 723,789 
Less: accumulated depreciation(220,835)(171,470)
Construction in progress631,068 293,627 
Property, plant and equipment, net1,178,038 845,946 
As of September 30, 2023, the Company has construction in process of $419,498 related to the Hopewell facility construction.
Depreciation expense was $19,242 and $59,574 for the three and nine months ended September 30, 2023, respectively, and $15,214 and $45,255 for the three and nine months ended September 30, 2022, respectively.
18

7. Intangible Assets
Intangible assets as of September 30, 2023 and December 31, 2022 are summarized as follows:
 As of
 September 30, 2023December 31, 2022
 Gross  Gross  
 carryingAccumulatedIntangiblecarryingAccumulatedIntangible
 amountamortizationassets, netamountamortizationassets, net
 $$$$$$
Finite-lived intangible assets:      
Product distribution rights7,500 (5,663)1,837 7,500 (4,000)3,500 
Developed products58,396 (6,576)51,820 41,235 (4,119)37,116 
Trading license816 (816)— 816 (816)— 
Total finite-lived intangible assets66,712 (13,055)53,657 49,551 (8,935)40,616 
 Product distribution rights consist of distribution rights on the approved cancer therapies licensed from Bristol-Myers Squibb Company (“BMS”) as part of the BMS collaboration. The Company is amortizing the product distribution rights, as a single identified asset, through December 31, 2023, when the rights revert back to BMS under the terms of the Settlement Agreement. Developed products represent the post-approval milestone payments under license and commercialization agreements. The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements. Trading license represents the Guangzhou drug distribution license acquired in September 2018. The Company amortized the drug distribution trading license over the remainder of the initial license term through February 2020. The trading license has been renewed through February 2024.
Amortization expense for developed products is included in cost of sales - product in the accompanying consolidated statements of operations. Amortization expense for product distribution rights and the trading licenses is included in operating expenses in the accompanying consolidated statements of operations.
The weighted-average life for each finite-lived intangible assets is approximately 9 years. Amortization expense was as follows:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Amortization expense - Cost of sales - product
981 800 2,620 2,444 
Amortization expense - Operating expense
1,287 187 1,662 563 
Total 2,268 987 4,282 3,007 
Estimated amortization expense for each of the five succeeding years and thereafter, as of September 30, 2023 is as follows:
Year Ending December 31,Cost of Sales - ProductOperating ExpensesTotal
 $$$
2023 (remainder of year)
1,561 1,837 3,398 
20246,240 — 6,240 
20256,240 — 6,240 
20266,240 — 6,240 
20276,240 — 6,240 
2028 and thereafter25,299 — 25,299 
Total51,820 1,837 53,657 
19

8. Income Taxes
Income tax expense was $13,925 and $39,091 for the three and nine months ended September 30, 2023, respectively. Income tax expense was $6,318 and $28,408 for the three and nine months ended September 30, 2022. The income tax expense for the three and nine months ended September 30, 2023 and 2022 was primarily attributable to current China tax expense due to certain non-deductible expenses and current U.S. tax expense determined after other special tax deductions and research and development tax credits.
On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance. In assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. 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, as of September 30, 2023, the Company will maintain a full valuation allowance against its net deferred tax assets.
As of September 30, 2023, the Company had gross unrecognized tax benefits of $13,910. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months. The Company’s reserve for uncertain tax positions increased by $1,386 and $2,355 in the three and nine months ended September 30, 2023 primarily due to U.S. federal and state tax credits and incentives.
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 September 30, 2023, Australia tax matters are open to examination for the years 2013 through 2023, China tax matters are open to examination for the years 2013 through 2023, Switzerland tax matters are open to examination for the years 2018 through 2023, and U.S. federal tax matters are open to examination for years 2015 through 2023. Various U.S. states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2012 through 2023.
9. Supplemental Balance Sheet Information
Prepaid expenses and other current assets consist of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Prepaid research and development costs73,036 71,488 
Prepaid manufacturing cost71,993 58,950 
Prepaid taxes19,568 20,478 
Other receivables43,911 22,777 
Prepaid commercial1,089 1,461 
Interest receivable1,628 3,039 
Prepaid insurance6,492 3,664 
Other current assets23,944 34,696 
Total241,661 216,553 








20

Other non-current assets consist of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Prepayment of property and equipment12,343 22,025 
Prepaid supply cost (1)28,290 48,642 
Prepaid VAT2,034 804 
Rental deposits and other6,944 7,054 
Long-term restricted cash2,008 5,277 
Long-term investments 89,281 91,779 
Other— 109 
Total140,900 175,690 
(1) Represents payments for future supply purchases under the license agreement with Luye Pharma Group and facility expansion under commercial supply agreements. The payments are providing future benefit to the Company through credits on commercial supply purchases.
Accrued expenses and other payables consist of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Compensation related173,980 184,775 
External research and development activities related92,710 139,168 
Commercial activities60,692 51,806 
Individual income tax and other taxes23,191 18,815 
Sales rebates and returns related112,256 41,817 
Other42,995 30,971 
Total505,824 467,352 
Other long-term liabilities consist of the following:
 As of
 September 30,December 31, 
 20232022
 $$
Deferred government grant income33,909 38,176 
Pension liability7,830 7,760 
Other247 159 
Total41,986 46,095 

21

10. Debt
The following table summarizes the Company's short-term and long-term debt obligations as of September 30, 2023 and December 31, 2022:
LenderAgreement DateLine of CreditTermMaturity DateInterest RateAs of
September 30, 2023December 31, 2022
$RMB$RMB
China Construction BankApril 4, 2018RMB580,000
9-year
April 4, 2027(1)10,273 75,000 7,250 50,000 
China Merchants BankJanuary 22, 2020(2)
 9-year
January 20, 2029(2)6,800 49,643 1,450 10,000 
China Merchants BankNovember 9, 2020RMB378,000
9-year
November 8, 2029(3)5,479 40,000 5,437 37,500 
China Minsheng Bank (the “Senior Loan”)September 24, 2020$200,000(4)4.3%150,000 1,095,130 150,000 1,034,554 
Shanghai Pudong Development BankFebruary 25, 2022$50,000
1-year
February 25, 20232.2%— — 50,000 344,851 
China Merchants BankJune 5, 2023RMB 400,000
1-year
June 4, 20243.2%54,788 400,000 — — 
HSBC BankMay 4, 2023RMB 340,000
1-year
May 3, 20244.7%46,570 340,000 — — 
China Industrial BankMay 30, 2023RMB 200,000
1-year
May 29, 20242.8%27,394 200,000 — — 
Other short-term debt (5)27,257 199,000 114,832 792,000 
Total short-term debt328,560 2,398,773 328,969 2,268,905 
China Construction BankApril 4, 2018RMB580,000
9-year
April 4, 2027(1)64,376 470,000 75,395 520,000 
China Merchants BankJanuary 22, 2020(2)
 9-year
January 20, 2029(2)38,743 282,857 47,847 330,000 
China Merchants BankNovember 9, 2020RMB378,000
9-year
November 8, 2029(3)42,529 310,500 49,369 340,500 
China CITIC BankJuly 29, 2022RMB480,000
10-year
July 28, 2032(6)56,842 415,000 36,537 252,000 
Total long-term bank loans202,491 1,478,357 209,148 1,442,500 
1.The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 4.5% as of September 30, 2023. The loan is secured by BeiGene Guangzhou Factory's land use right and certain Guangzhou Factory fixed assets in the first phase of the Guangzhou manufacturing facility's build out. The Company repaid $3,483 (RMB25,000) during the nine months ended September 30, 2023.
2.On January 22, 2020, BeiGene Guangzhou Biologics Manufacturing Co., Ltd.(“BeiGene Guangzhou Factory”) entered into a nine-year bank loan with China Merchants Bank to borrow up to RMB1,100,000 at a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions. The loan is secured by Guangzhou Factory's second land use right and fixed assets placed into service upon completion of the second phase of the Guangzhou manufacturing facility's build out. In connection with the Company's short-term loan agreements with China Merchants Bank entered into during the year ended December 31, 2020, the borrowing capacity was reduced from RMB1,100,000 to RMB350,000. The loan interest rate was 4.1% as of September 30, 2023. The Company repaid $1,081 (RMB7,500) during the nine months ended September 30, 2023.
3.The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.9% as of September 30, 2023. The loan is secured by fixed assets placed into service upon completion of the third phase of the Guangzhou manufacturing facility's build out. The Company repaid $3,898 (RMB27,500) during the nine months ended September 30, 2023.
4.In September 2020, the Company entered into a loan agreement with China Minsheng Bank for a total loan facility of up to $200,000 (“Senior Loan”), of which $120,000 was designated to fund the purchase of noncontrolling equity interest in BeiGene Biologics Co., Ltd. (“BeiGene Biologics”) from Guangzhou GET Technology Development Co., Ltd. (now Guangzhou High-tech Zone Technology Holding Group Co., Ltd.) (“GET”) and repayment of the loan provided by GET (“Shareholder Loan”) and $80,000 was designated for general working capital purposes. The Senior Loan had an original maturity date of October 8, 2021, which was the first anniversary of the first date of utilization of the loan. The Company may extend the original maturity date for up to two additional 12 month periods. On October 8, 2021, the Company extended the maturity date for twelve months to October 8, 2022 and repurposed the Senior Loan for general working capital purposes. On September 30, 2022, the Company entered into an amendment and restatement agreement with China Minsheng Bank to extend the maturity date to October 9, 2023. In October 2023, the Company repaid the outstanding principal of the Senior Loan in the amount of $150,000.
5.During the years ended December 31, 2022 and 2021, the Company entered into short-term working capital loans with China Industrial Bank and China Merchants Bank to borrow up to RMB875,000 in aggregate, with maturity dates ranging from December 15, 2022 to May 24, 2023. The Company repaid $109,576 (RMB792,000) and drew down $28,174 (RMB199,000) during the nine months ended September 30, 2023.The weighted average interest rate for the short-term working capital loans was approximately 3.2% as of September 30, 2023. The outstanding principal balance is due in May 2024.
6.In July 2022, the Company entered into a 10-year bank loan agreement with China CITIC Bank to borrow up to RMB480,000 at a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions. The Company drew down $22,502 (RMB163,000) during the nine months ended September 30, 2023. The weighted average loan interest rate was 3.9% as of September 30, 2023. The loan is secured by BeiGene Suzhou Co., Ltd.'s land use right and construction in process.

22

Line of Credit
On July 28, 2023 (the “Signing Date”), a credit facility agreement (the “Credit Agreement”) was entered into by and between the Company, as the borrower, and China Merchants Bank Co., Ltd., as the lender (the “Lender”). The Credit Agreement provides for a $400 million uncommitted and unsecured credit facility (the “Credit Facility”), pursuant to which each loan issued has a term up to one year, provided that all loans must be repaid within eighteen months of the Signing Date. Loans under the Credit Facility have a floating interest rate based on the secured overnight financing rate plus an applicable margin and are calculated daily from the date the loan is utilized and settled on a quarterly basis. As of September 30, 2023, no borrowings were outstanding under the Credit Agreement.
Interest Expense
Interest expense recognized for the three and nine months ended September 30, 2023 was $6,630 and $16,095, respectively, among which, $11,632 and $12,404 was capitalized, respectively. Interest expense recognized for the three and nine months ended September 30, 2022 was $5,596 and $16,580, respectively, among which, $527 and $2,462 was capitalized, respectively.
11. Product Revenue
The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA in the United States China, and other regions, and tislelizumab and pamiparib in China; 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.
The table below presents the Company’s net product sales for the three and nine months ended September 30, 2023 and 2022.
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Product revenue – gross731,515 398,379 1,908,448 1,036,652 
Less: Rebates and sales returns(136,225)(48,873)(349,122)(121,062)
Product revenue – net595,290 349,506 1,559,326 915,590 
The following table disaggregates net product sales by product for the three and nine months ended September 30, 2023 and 2022:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
BRUKINSA®
357,695 155,495 877,353 388,567 
Tislelizumab144,352 128,206 408,666 320,728 
REVLIMID®
14,960 19,046 59,965 60,622 
XGEVA®
24,456 18,148 68,621 47,156 
POBEVCY®
14,130 9,873 41,894 29,671 
BLINCYTO®
14,870 6,214 40,394 27,610 
KYPROLIS®
11,101 2,820 27,096 11,225 
VIDAZA®
4,320 3,314 11,439 12,260 
Pamiparib1,887 1,266 5,612 5,843 
Other7,519 5,124 18,286 11,908 
Total product revenue – net595,290 349,506 1,559,326 915,590 
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The following table presents the roll-forward of accrued sales rebates and returns for the nine months ended September 30, 2023 and 2022:
Nine Months Ended
September 30,
 20232022
 $$
Balance at beginning of the period41,817 59,639 
Accrual349,122 121,062 
Payments(278,683)(130,811)
Balance at end of the period112,256 49,890 
12. Earnings (Loss) Per Share
The following table reconciles the numerator and denominator in the computations of basic and diluted earnings (loss) per share:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Numerator:  
Net income (loss)215,413 (557,556)(514,155)(1,558,480)
Denominator:
Weighted average shares outstanding—basic1,360,716,279 1,345,303,747 1,358,392,470 1,337,976,853 
Effect of dilutive securities:
Stock options, restricted stock units and ESPP shares29,615,554 — — — 
Weighted average shares outstanding—diluted1,390,331,833 1,345,303,747 1,358,392,470 1,337,976,853 
Basic earnings per share was computed using the weighted-average number of ordinary shares outstanding during the period. For the three months ended September 30, 2023, 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 by application of the treasury stock method.
For the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, the computation of basic loss per share using the two-class method was not applicable as the Company was in a net loss position, and the effects of all share options, restricted shares, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.
13. Share-Based Compensation Expense
2016 Share Option and Incentive Plan
In January 2016, in connection with the Company's initial public offering (“IPO”) on the Nasdaq Stock Market, 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 are cancelled or forfeited without issuance of ordinary shares. As of September 30, 2023, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,166,822. In December 2018, the shareholders approved an 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.
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During the nine months ended September 30, 2023, the Company granted options for 9,710,389 ordinary shares and restricted share units for 32,773,429 ordinary shares under the 2016 Plan. As of September 30, 2023, options and restricted share units for ordinary shares outstanding under the 2016 Plan totaled 62,526,923 and 67,329,574, respectively. As of September 30, 2023, share-based awards to acquire 37,482,015 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.
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 that 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 Hong Kong IPO, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the listing rules of the Stock Exchange of Hong Kong Limited (“HKEX”).
As of September 30, 2023, there were no options or restricted share units for ordinary shares outstanding under the 2018 Plan.
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.
2018 Employee Share Purchase Plan
In June 2018, the shareholders of the Company approved the 2018 Employee Share Purchase Plan (the “ESPP”). Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP. In December 2018, the board of directors of the Company approved an 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 2019, the board of directors adopted an amendment to revise the eligibility criteria for enrollment in the plan. In June 2021, the board of directors of the Company adopted the third amended and restated ESPP to include certain technical amendments under U.S. tax rules and to consolidate the changes in the prior amendment, effective on September 1, 2021. 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.
As of September 30, 2023, 1,941,075 ordinary shares were available for future issuance under the ESPP.
The following tables summarizes the shares issued under the ESPP:
Market Price1
Purchase Price2
Issuance DateNumber of Ordinary Shares IssuedADSOrdinaryADSOrdinaryProceeds
August 31, 2023794,144 $207.55 $15.97 $176.42 $13.57 $10,777 
February 28, 2023930,582 $171.10 $13.16 $145.44 $11.19 $10,414 
August 31, 2022861,315 $171.66 $13.20 $145.91 $11.22 $9,667 
February 28, 2022667,160 $210.52 $16.19 $178.94 $13.76 $9,183 
1 The market price is the lower of the closing price on the Nasdaq Stock Market 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.
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The following table summarizes total share-based compensation expense recognized for the three and nine months ended September 30, 2023 and 2022:
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 $$$$
Research and development44,150 36,417 124,126 104,382 
Selling, general and administrative51,969 41,759 150,710 120,654 
Total96,119 78,176 274,836 225,036 
14. Accumulated Other Comprehensive Loss
The movement of accumulated other comprehensive loss was as follows: