BeiGene reports settlement and termination agreement with Bristol-Myers

In a regulatory filing, BeiGene (BGNE) reported that on August 1, BeiGene and its wholly-owned indirect subsidiary, BeiGene Switzerland GmbH, signed a settlement and termination agreement with Bristol-Myers Squibb Company (BMY), Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation, and Celgene Logistics Sarl, relating to the termination of the parties’ ongoing contractual relationships, the previously-disclosed ongoing arbitration proceeding at the International Chamber of Commerce between the parties concerning ABRAXANE, the License and Supply Agreement, or “LSA,” the Amended and Restated Quality Agreement, or “QA,” and the Share Subscription Agreement, or “SSA,” entered into by the parties in 2017 and 2018, as well as the release of claims arising from or relating to the LSA, QA, and SSA and other disputes and potential disputes between the parties. “Pursuant to the agreement, the parties agreed to mutually dismiss the Arbitration and BMS-Celgene agreed to transfer 23,273,108 ordinary shares of BeiGene, which BMS-Celgene originally purchased from BeiGene in 2017, in each case subject to and in accordance with the terms and conditions of the Agreement and subject to the satisfaction of certain closing conditions. BeiGene does not have any payment obligations in respect of the transferred shares pursuant to the Agreement. Furthermore, the parties agreed to terminate the LSA and the QA, effective as of December 31, 2023, subject to BeiGene’s right to continue selling all inventory of Revlimid and Vidaza until sold out or December 31, 2024, whichever is earlier. The agreement provides for a settlement and release by each party of claims arising from or relating to the arbitration, the LSA, the QA and the SSA, as well as other disputes and potential disputes between the parties, in each case subject to and in accordance with the terms and conditions of the Agreement and subject to the satisfaction of certain closing conditions,” the filing stated.