SEC Comment Letter for BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308) (ONC) — Oct 28, 2015
BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308)
Date: Oct. 28, 2015 · CIK: 0001651308 · Accession: 0000000000-15-051681
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207459
Letter
Mail Stop 4720 October 28, 2015 Via E -mail John V. Oyler Chief Executive Officer and Chairman BeiGene, Ltd. c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1 -1108 Cayman Islands
Re: BeiGene, Ltd. Registration Statement on Form S -1 Filed October 16, 2015 File No. 333-207459
Dear Mr. Oyler :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested informati on. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations
Research and Development Expense, page 107
1. We acknow ledge your response to comment 11. We believe disclosing the cost of each of your key development programs is helpful to an understanding of your use of resources. If you do not maintain research and development costs by project, disclose that f act and explain why management does not maintain and evaluate research and
John V. Oyler BeiGene , Ltd. October 28, 2015 Page 2
development costs by project. Provide other quantitative or qualitative disclosure that indicates the amount of the company´s resources being used on the project.
Business
Collabora tion with Merck KGaA, page 171
2. Please revise your disclosure to indicate the approximate ranges of the royalty payments to be paid by you to Merck KGaA under the license agreements.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the S ecurities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registrat ion statement.
You may contact Rolf Sundwell at (202) 551 -3105 or Joel Parker at (202) 551 -3651 if you have questions regarding comments on the financial statements and related matters. Please contact S cot Foley at (202) 551 -3383, Erin E. Martin at (202) 551 -3391 or me at (202) 551 -3675 with any other questions.
Sincerely,
/s/ Erin E. Martin for
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Mail Stop 4720 October 28, 2015 Via E -mail John V. Oyler Chief Executive Officer and Chairman BeiGene, Ltd. c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1 -1108 Cayman Islands Re: BeiGene, Ltd. Registration Statement on Form S -1 Filed October 16, 2015 File No. 333-207459 Dear Mr. Oyler : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested informati on. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Research and Development Expense, page 107 1. We acknow ledge your response to comment 11. We believe disclosing the cost of each of your key development programs is helpful to an understanding of your use of resources. If you do not maintain research and development costs by project, disclose that f act and explain why management does not maintain and evaluate research and John V. Oyler BeiGene , Ltd. October 28, 2015 Page 2 development costs by project. Provide other quantitative or qualitative disclosure that indicates the amount of the company´s resources being used on the project. Business Collabora tion with Merck KGaA, page 171 2. Please revise your disclosure to indicate the approximate ranges of the royalty payments to be paid by you to Merck KGaA under the license agreements. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the S ecurities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registrat ion statement. You may contact Rolf Sundwell at (202) 551 -3105 or Joel Parker at (202) 551 -3651 if you have questions regarding comments on the financial statements and related matters. Please contact S cot Foley at (202) 551 -3383, Erin E. Martin at (202) 551 -3391 or me at (202) 551 -3675 with any other questions. Sincerely, /s/ Erin E. Martin for Suzanne Hayes Assistant Director cc: Mitchell S. Bloom Michael J. Kendall Edwin M. O'Connor Goodwin Procter LLP Exchange Place Boston, MA 02109