I sense there is something surrounding BeiGene and Peregrine for quite some time since Dr Jedd Wolchok is here but am wondering which BP may be looming in the background....could it be Celgene ?? ...all I know is ...just a matter of time before more puzzle pieces are found and I bet Celgene and Dr Jedd Wolchok fit perfectly into this puzzle
BeiGene
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 31, 2017 ... ... Item 8.01 Other Events.
Summary
On August 31, 2017, BeiGene announced the closing of its strategic collaboration with Celgene Corporation (“Celgene”) that the parties previously announced on July 5, 2017, as further described below.
Exclusive License and Collaboration Agreement
As previously disclosed, on July 5, 2017, BeiGene entered into an Exclusive License and Collaboration Agreement (the “PD-1 License Agreement”) with Celgene and its wholly-owned subsidiary, Celgene Switzerland LLC (“Celgene Switzerland”), pursuant to which BeiGene granted to the Celgene parties an exclusive right to develop and commercialize BeiGene’s i nvestigational anti-programmed cell death protein 1 (“PD-1”) inhibitor, BGB-A317, in all fields of treatment, other than hematology, in the United States, Europe, Japan and the rest of world other than Asia. On August 31, 2017, BeiGene, Celgene and Celgene Switzerland amended and restated the PD-1 License Agreement (such agreement, the “A&R PD-1 License Agreement”) to, among other things, clarify the parties’ responsibilities relating to the conducting and funding of certain global registration clinical trials and clarify the scope of the regulatory materials transferred by BeiGene to Celgene.
The foregoing description of the terms of the A&R PD-1 License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R PD-1 License Agreement, which BeiGene intends to file as an exhibit to a subsequent periodic report or an amendment to this Current Report on Form 8-K.
Concurrent with the closing of the other transactions described in this Current Report on Form 8-K, and following the expiration or termination of applicable waiting periods under all applicable antitrust laws, the A&R PD-1 License Agreement became effective as of August 31, 2017 (the “Effective Date”). Celgene is required to pay BeiGene $263 million in upfront license fees after the effectiveness of the A&R PD-1 License Agreement.
Celgene China Agreements
On the Effective Date, a wholly-owned subsidiary of BeiGene, BeiGene (Hong Kong) Co., Ltd., acquired 100% of the equity interests of Celgene Pharmaceutical (Shanghai) Co., Ltd. (“Celgene Shanghai”), a wholly foreign-owned subsidiary of Celgene Holdings East Corporation established under the laws of China, for an undisclosed cash payment. Celgene Shanghai is in the business of, among other things, providing marketing and promotional services in connection with certain pharmaceutical products manufactured by its affiliates. Prior to the Effective Date, Celgene Shanghai separated certain business functions, including regulatory and drug safety, that will continue to support the business acquired by BeiGene. In addition, the name of Celgene Shanghai is being changed to BeiGene Pharmaceutical (Shanghai) Co., Ltd.
As previously disclosed, on July 5, 2017, BeiGene and a wholly-owned subsidiary of Celgene, Celgene Logistics Sàrl (“Celgene Logistics”), entered into a License and Supply Agreement (the “China License Agreement”), pursuant to which BeiGene has been granted the right to exclusively distribute and promote Celgene’s approved cancer therapies, ABRAXANE®, REVLIMID®, and VIDAZA®, and its investigational agent CC-122 in clinical
development, in China excluding Hong Kong, Macau and Taiwan. The China License Agreement became effective as of the Effective Date concurrent with the closing of the acquisition of Celgene Shanghai.
Share Subscription Agreement
On the Effective Date, BeiGene closed the sale of 32,746,416 of its ordinary shares to Celgene Switzerland for an aggregate cash price of $150 million, or $4.58 per ordinary share, or $59.55 per American Depositary Share, pursuant to the previously disclosed Share Subscription Agreement dated July 5, 2017 by and between BeiGene and Celgene Switzerland (the “Share Subscription Agreement”). The offer and sale of the shares issued pursuant to the Share Subscription Agreement was made in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. All certificates evidencing the shares will bear a standard restrictive legend under the Securities Act.
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The transactions described above were previously disclosed by BeiGene on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 6, 2017.
