SecProbe.io

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 June 18, 2025

Aaron Rosenberg
Chief Financial Officer
BeOne Medicines Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay

 Re: BeOne Medicines Ltd.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-3786
Dear Aaron Rosenberg:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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</DOCUMENT>

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 Document June 10, 2025 By EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Bonnie Baynes and Ms. Angela Connell Re : BeOne Medicines Ltd. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-3786 Dear Ms. Baynes and Ms. Connell:     BeOne Medicines Ltd. (the “ Company ”) is transmitting this letter in response to the comment received from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission with respect to the Company’s Form 10-K filed on February 27, 2025, as set forth in your letter dated June 2, 2025 addressed to Mr. Aaron Rosenberg, Chief Financial Officer of the Company. For your convenience, the Staff’s comment is reproduced in bold type below, followed by the Company’s response thereto. Form 10-K for Fiscal Year Ended December 31, 2024 Notes to the Consolidated Financial Statements 3. Collaborative and Licensing Arrangements, page 151 1. You disclose that other collaboration revenue consists primarily of revenue under the Novartis broad markets agreement and, beginning in 2024, royalty revenue under the Amgen collaboration agreement. Please review your future filings to clarify the product to which the Amgen royalty revenue relates. In this regard, your disclosure on page 153 indicates that beginning in October 2019 you were responsible for the commercialization of XGEVA, KYPROLIS and BLINCYTO in China for a period of five to seven years, and that following the commercialization period you have the right to retain one product and receive royalties on sales in China for an additional five years on the products not retained. Clarify whether the commercialization period has ended for any of these products and if not, to which products the royalty revenue relates. RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company will revise its disclosure contained in future relevant filings with the Commission, with necessary updates. *** If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor of Goodwin Procter LLP at eoconnor@goodwinlaw.com or (212) 813-8853. Sincerely, /s/ AARON ROSENBERG Aaron Rosenberg Chief Financial Officer Enclosures cc:    Chan Lee, Senior Vice President, General Counsel, BeOne Medicines Ltd.      Edwin O’Connor, Goodwin Procter LLP      Folake Ayoola , Goodwin Procter LLP

<DOCUMENT>
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<TEXT>
 June 2, 2025

Aaron Rosenberg
Chief Financial Officer
BeOne Medicines Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay

 Re: BeOne Medicines Ltd.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-3786
Dear Aaron Rosenberg:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to the Consolidated Financial Statements
3. Collaborative and Licensing Arrangements, page 151

1. You disclose that other collaboration revenue consists primarily of
revenue under the
 Novartis broad markets agreement and, beginning in 2024, royalty revenue
under the
 Amgen collaboration agreement. Please revise your future filings to
clarify the
 products to which the Amgen royalty revenue relates. In this regard,
your disclosure
 on page 153 indicates that beginning in October 2019 you were
responsible for the
 commercialization of XGEVA, KYPROLIS and BLINCYTO in China for a period
of
 five to seven years, and that following the commercialization period you
have the
 right to retain one product and receive royalties on sales in China for
an additional
 five years on the products not retained. Clarify whether the
commercialization period
 has ended for any of these products and if not, to which products the
royalty revenue
 relates.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 2, 2025
Page 2

 Please contact Bonnie Baynes at 202-551-4924 or Angela Connell at
202-551-
3426 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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March 6, 2025

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Doris Stacey Gama and Mr. Chris Edwards

Re:

  BeiGene, Ltd.

  Acceleration Request for Registration Statement on Form S-4

  File No. 333-281324

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), BeiGene, Ltd. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to March 7, 2025, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our outside counsel, Goodwin Procter LLP, by calling Edwin O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the U.S. Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin O’Connor, by email to EOConnor@goodwinlaw.com or by facsimile to (212) 937-3476.

If you have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at (212) 813-8853.

***

Sincerely,

BeiGene, Ltd.

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Aaron Rosenberg, Chief Financial Officer, BeiGene, Ltd.

  Qing Nian, Head of Legal North America & Corporate, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Marishka DeToy, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

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February 27, 2025

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Doris Stacey Gama and Mr. Chris Edwards

Re:

  BeiGene, Ltd.

  Amendment No. 1 to Registration Statement on Form S-4

  Filed January 21, 2025

  File No. 333-281324

Dear Ms. Doris Stacey Gama and Mr. Chris Edwards:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on January 21, 2025, as set forth in your letter dated January 31, 2025 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company. For your convenience, the Staff’s comment is reproduced in bold type below, followed by the Company’s response thereto.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

1.We note your response to prior comment 1 and your disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Please also disclose that these risks could result in a material change in your operations as you do in your incorporated by reference risk factors found in Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Further, in your description of how cash is transferred through your organization please also provide a cross-reference to the consolidated financial statements.

RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the cover page of Amendment No. 2 to the Registration Statement on Form S-4 has been revised as requested by the Staff.

***

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor of Goodwin Procter LLP at EOConnor@goodwinlaw.com or (212) 813-8853.

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Aaron Rosenberg, Chief Financial Officer, BeiGene, Ltd.

  Qing Nian, Head of Legal North America & Corporate, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Marishka DeToy, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

January 31, 2025
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 21, 2025
File No. 333-281324
Dear John V. Oyler:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 03,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your response to prior comment 1 and your disclosure about the legal and
operational risks associated with being based in or having the majority of the
company’s operations in China. Please also disclose that these risks could result in a
material change in your operations as you do in your incorporated by reference risk
factors found in Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2024. Further, in your description of how cash is
transferred through your organization please also provide a cross-reference to the
consolidated financial statements.

January 31, 2025
Page 2
            Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at 202-551-
6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor, Esq.

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January 21, 2025

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Doris Stacey Gama and Mr. Chris Edwards

Re:    BeiGene, Ltd.
Registration Statement on Form S-4
Filed August 7, 2024
File No. 333-281324

Dear Ms. Doris Stacey Gama and Mr. Chris Edwards:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-4 filed on August 7, 2024 (the “Registration Statement”), as set forth in your letter dated September 3, 2024 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company. The Company is concurrently filing Amendment No. 1 to the Registration Statement, which includes changes that reflect responses to the Staff’s comments and other updates. For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto.

Registration Statement on Form S-4

Cover Page

1.We note that you have an indirect controlling interest in your subsidiaries organized under the laws of the People’s Republic of China through BeiGene (Hong Kong) Co., Limited. Please revise this registration statement to provide specific and prominent disclosures in the prospectus cover page about the legal and operational risks associated with China-based companies, or otherwise advise. For additional guidance, please see the Division of Corporation Finance's Sample Letters to China-Based Companies issued by the Staff in December 2021 and July 2023.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Registration Statement has been amended to provide specific and prominent disclosures on the prospectus cover page about the legal and operational risks associated with China-based companies.

1

2.We note that you are incorporating by reference risk factors disclosed in your Form 10-K for the fiscal year ended December 31, 2023 and subsequent reports on Form 10-Q. We also note the changes you made to the disclosure appearing in the Risk Factor section of the Form 10-K relating to legal and operational risks associated with operating in China and PRC regulations as compared to your previously reviewed 10-K completed on June 15, 2022, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies seeks specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We do not believe that your revised disclosure conveys the same risk. Please amend this Form S-4 to restore your disclosures in these areas to the disclosures as they existed in prior filings, or otherwise advise. As examples, and without limitation, we note that your disclosure in your Annual Report on Form 10-K does not contain disclosure (i) that the PRC government may intervene in or influence your operations at any time with little or no advance notice; (ii) references that the Chinese government may intervene, influence, or control your business or value of your securities; and that (iii) the Chinese government indicated an intent to exert more oversight and control over offerings that are conducted overseas.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Registration Statement has been amended to incorporate by reference the quarterly report on Form 10-Q filed by the Company on November 12, 2024 (the “Form 10-Q”), which amends and restates the risk factor disclosures from the Company’s annual report on Form 10-K to restore disclosures related to the legal and operational risks associated with operating in China and PRC regulations, as requested by the Staff.

***

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor of Goodwin Procter LLP at EOConnor@goodwinlaw.com or (212) 813-8853.

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Aaron Rosenberg, Chief Financial Officer, BeiGene, Ltd.

  Qing Nian, Head of Legal North America & Corporate, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Marishka DeToy, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

2

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October 24, 2024

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Doris Stacey Gama and Mr. Chris Edwards

Re:

  BeiGene, Ltd.

  Registration Statement on Form S-4

  Filed August 7, 2024

  File No. 333-281324

Dear Ms. Doris Stacey Gama and Mr. Chris Edwards:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-4 filed on August 7, 2024, as set forth in your letter dated October 18, 2024 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company. For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto.

Registration Statement on Form S-4

Risk Factors

1.We note your response to prior comment 2 as reflected in the Current Report on Form 8-K that was filed on September 30, 2024. In particular, we note in the summary of risk factors you discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws. Please also include that the rules and regulations in China can change quickly and with little advance notice. In addition, given the Chinese government’s significant oversight and discretion over the conduct and operations of your business, please revise your risk factors to describe any material impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities. Specifically, please highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Further, in the risk factor summary, please include the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. For additional guidance, please see the Division of Corporation Finance's Sample Letters to China-Based Companies issued by the Staff in December 2021 and July 2023.

RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company will revise the amended and restated risk factors contained in the Current Report on Form 8-K filed by the Company on September 30, 2024 to provide additional disclosures responsive to the Staff’s comment, as follows:

Summary of Risk Factors

[…]

•The PRC government may intervene or influence our operations at any time, and has the ability to exert significant oversight and control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

•There are uncertainties regarding the interpretation and enforcement of Chinese laws, rules and regulations, and rules and regulations in China can change quickly with little advance notice.

[…]

*The PRC government may intervene or influence our operations at any time, and has the ability to exert significant oversight and control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

The Chinese government may intervene or influence our operations at any time, or may exert control over operations of our business, which could result in a material change in our operations and/or the value of our securities. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

For example, the PRC government has indicated its intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies. If the PRC authorities attempt to exercise such control or influence through regulation over our PRC subsidiaries, we could be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely, which could adversely affect our business, results of operations and financial condition. Any such action, once taken by the PRC government, could result in a material change in our operations, and could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

Additionally, For example, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, in July 2021, the relevant PRC government authorities made public the Securities Opinions, which emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas listed companies.

Furthermore, in July 2021, the PRC government provided guidance on China-based companies raising capital outside of China, including through VIE structures. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC. In February 2023, the CSRC released the Overseas Listing Trial Measures and five relevant guidelines which became effective as of March 31, 2023. According to the Overseas Listing Trial Measures, where Chinese companies that have directly or indirectly listed securities in overseas markets conduct follow-on offering of equity securities in such overseas markets, they shall fulfill the filing procedures with and report relevant information to the CSRC. As the Overseas Listing Trial Measures are subject to changes and may continue to evolve, we cannot assure you that we would not be deemed as an indirect overseas listed Chinese company under the Overseas Listing Trial Measures. If we are deemed as an indirect overseas listed Chinese company but fail to complete the filing procedures with the CSRC for any of our follow-on offerings or follow relevant reporting requirements thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council. See also the section of our Annual Report titled “Part I—Item 1—Business—Government Regulation—PRC Regulation—Regulations Relating to Overseas Listing”. We are currently evaluating the implications and potential impact of the Overseas Listing Trial Measures and will continue to closely monitor the interpretation and implementation of the Overseas Listing Trial Measures. Due to our operations in China and stock listings in and outside of China, the Overseas Listing Trial Measures and any future PRC, U.S. or other rules and regulations that place restrictions on capital raising could adversely affect our business and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer our ADSs or ordinary shares to investors, and could cause the value of our ADSs or ordinary shares to significantly decline or become worthless.

In February 2023, the CSRC and other PRC governmental authorities jointly issued the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Revised Confidentiality Provisions”), which became effective as of March 31, 2023. According to the Revised Confidentiality Provisions, Chinese companies that directly or indirectly conduct overseas offerings and listings, shall strictly abide by the laws and regulations on confidentiality when providing or publicly disclosing, either directly or through their overseas listed entities, materials to securities services providers. In the event such materials contain state secrets or working secrets of government agencies, the Chinese companies shall first obtain approval from authorities, and file with the secrecy administrative department at the same level with the approving authority; in the event that such materials, if divulged, will jeopardize national security or public interest, the Chinese companies shall comply with procedures stipulated by national regulations. The Chinese companies shall also provide a written statement of the specific sensitive information provided when providing materials to securities service providers, and such written statements shall be retained for inspection. The interpretation and implementation of the Revised Confidentiality Provisions may continue to evolve.

Currently, these statements and regulatory actions have had no impact on our daily business operations or our ability to accept foreign investments and list our securities on a U.S. or other foreign exchange. However, it is highly uncertain how the legislative or administrative agencies will further interpret, modify or implement such laws and regulations, or if they will promulgate any new laws or regulations, and their potential impact on our daily business operations, the ability to accept foreign investments and list our securities on a U.S., Hong Kong, or other stock exchanges. There are still substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in practice and whether we are required to obtain any specific regulatory approvals from PRC governmental authorities for our offshore offerings. If PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for our future offshore offerings, we may be unable to obtain such approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline. Therefore, investors of our company face potential uncertainty from actions taken by the government authorities affecting our business. Any intervention by the PRC government in our operations could undermine our business plan and cause the value of an investment in the Company to significantly decline or become worthless.

***

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor of Goodwin Procter LLP at EOConnor@goodwinlaw.com or (212) 813-8853.

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Aaron Rosenberg, Chief Financial Officer, BeiGene, Ltd.

  Qing Nian, Head of Legal North America & Corporate, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Marishka DeToy, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

October 18, 2024
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Registration Statement on Form S-4
Filed August 7, 2024
File No. 333-281324
Dear John V. Oyler:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 3, 2024 letter.
Registration Statement on Form S-4
Risk Factors
We note your response to prior comment 2 as reflected in the Current Report on Form
8-K that was filed on September 30, 2024. In particular, we note in the summary of
risk factors you discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws. Please also include that the rules
and regulations in China can change quickly and with little advance notice. In
addition, given the Chinese government’s significant oversight and discretion over the
conduct and operations of your business, please revise your risk factors to describe
any material impact that intervention, influence, or control by the Chinese government
has or may have on your business or on the value of your securities. Specifically, 1.

October 18, 2024
Page 2
please highlight the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations
and/or the value of your securities. Further, in the risk factor summary, please include
the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. For additional guidance, please see the
Division of Corporation Finance's Sample Letters to China-Based Companies issued
by the Staff in December 2021 and July 2023.
            Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at 202-551-
6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor, Esq.

September 5, 2024
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-110
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-37686
Dear John V. Oyler:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor, Esq.

September 3, 2024
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Registration Statement on Form S-4
Filed August 7, 2024
File No. 333-281324
Dear John V. Oyler:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.We note that you have an indirect controlling interest in your subsidiaries organized under
the laws of the People’s Republic of China through BeiGene (Hong Kong) Co., Limited.
Please revise this registration statement to provide specific and prominent disclosures in
the prospectus cover page about the legal and operational risks associated with China-
based companies, or otherwise advise. For additional guidance, please see the Division of
Corporation Finance's Sample Letters to China-Based Companies issued by the Staff in
December 2021 and July 2023.
Risk Factors, page 12
We note that you are incorporating by reference risk factors disclosed in your Form 10-K
for the fiscal year ended December 31, 2023 and subsequent reports on Form 10-Q. We 2.

September 3, 2024
Page 2
also note the changes you made to the disclosure appearing in the Risk Factor section of
the Form 10-K relating to legal and operational risks associated with operating in China
and PRC regulations as compared to your previously reviewed 10-K completed on June
15, 2022, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies seeks specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities. We remind you that,
pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405
means “the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.” We do not believe that your revised disclosure
conveys the same risk. Please amend this Form S-4 to restore your disclosures in these
areas to the disclosures as they existed in prior filings, or otherwise advise. As examples,
and without limitation, we note that your disclosure in your Annual Report on Form 10-K
does not contain disclosure (i) that the PRC government may intervene in or influence
your operations at any time with little or no advance notice; (ii) references that the
Chinese government may intervene, influence, or control your business or value of your
securities; and that (iii) the Chinese government indicated an intent to exert more
oversight and control over offerings that are conducted overseas.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor, Esq.

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August 21, 2024

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Doris Stacey Gama and Mr. Chris Edwards

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-37686

Dear Ms. Gama and Mr. Edwards:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Form 10-K filed on February 26, 2024 (the “2023 Annual Report”), as set forth in your letter dated July 25, 2024 addressed to Mr. John V. Oyler, Chief Executive Officer of the Company. For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2023 Annual Report.

Item 1A. Risk Factors

Summary of Risk Factors, Page 60

1.In future filings, disclose in your summary of risk factors, the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China based issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of your securities to significantly decline or be worthless.

RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company will revise its disclosure in the summary of risk factors contained in future relevant Exchange Act periodic reports, with necessary updates.

1

General

2.We note the changes you made to your disclosure appearing in Item 1. Business and Item 1A. Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the prior 10-K review completed on June 15, 2022, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We do not believe that your revised disclosure conveys the same risk. In future filings, please restore your disclosures in these areas to the disclosures as they existed in prior filings. As examples, and without limitation, we note that your disclosure in your Annual Report on Form 10-K does not contain disclosure (i) that the PRC government may intervene in or influence your operations at any time with little or no advance notice; (ii) references that the Chinese securities; and that (iii) the Chinese government indicated an intent to exert more oversight and control over offerings that are conducted overseas.

RESPONSE: The Company respectfully acknowledges the Staff’s comment. As the Company continues to expand globally, the Company believes that it was appropriate to update its disclosures to reflect this growth and the resulting changes in its risk profile. However, the Company acknowledges that there have not been significant changes in the regulatory environment in the PRC since the prior 10-K review completed by the Staff, and therefore agrees to restore the disclosures contained in Item I. Business and Item IA. Risk Factor sections, which relate to legal and operations risks associated with operating in China and PRC regulations as they previously existed in the Company’s annual report on Form 10-K for the year ending December 31, 2022 in its future relevant Exchange Act periodic reports, with necessary updates.

***

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor at EOConnor@goodwinlaw.com or (212) 813-8853.

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Aaron Rosenberg, Chief Financial Officer, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

2

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extensionrequest-24731

      July 31, 2024    VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Life Sciences  100 F Street, N.E.  Washington, DC 20549    Attention: Ms. Doris Stacey Gama   Mr. Chris Edwards      Re: SEC Comment Letter dated July 25, 2024   BeiGene, Ltd.   Form 10-K for the Fiscal Year Ended December 31, 2023   Filed February 26, 2024   File No. 001-37686    Dear Ms. Gama and Mr. Edwards,    BeiGene, Ltd. (the “Company”) acknowledges receipt of your comment letter dated July 25, 2024 (the  “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2023. As  discussed in telephone messages on July 30, 2024 from Folake Ayoola of Goodwin Procter LLP to you, the  Company respectfully requests an extension to respond to the Comment Letter. The Company respectfully  requests an extension of an additional eleven (11) business days until August 23, 2024 to respond to the  Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The  Company is committed to responding to the Comment Letter promptly and intends to provide a response to  the Staff no later than August 23, 2024. Should you have any questions regarding the request made herein,  please do not hesitate to contact Edwin O’Connor of Goodwin Procter LLP at (212) 813-8853. Thank  you very much for your courtesy and cooperation in this matter.      Chan Lee  Senior Vice President, General Counsel  Sincerely,  /s/ Chan Lee

July 25, 2024
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-110
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-37686
Dear John V. Oyler:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2023
Item 1A. Risk Factors
Summary of Risk Factors, page 60
In future filings, disclose in your summary of risk factors, the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your 1.

July 25, 2024
Page 2
ability to offer or continue to offer securities to investors and cause the value of your
securities to significantly decline or be worthless.

General
2.We note the changes you made to your disclosure appearing in Item 1. Business and Item
1A. Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the prior 10-K review completed on June 15,
2022, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” We do not believe
that your revised disclosure conveys the same risk. In future filings, please restore your
disclosures in these areas to the disclosures as they existed in prior filings. As examples,
and without limitation, we note that your disclosure in your Annual Report on Form 10-K
does not contain disclosure (i) that the PRC government may intervene in or influence
your operations at any time with little or no advance notice; (ii) references that the
Chinese government may intervene, influence, or control your business or value of your
securities; and that (iii) the Chinese government indicated an intent to exert more
oversight and control over offerings that are conducted overseas.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at 202-551-6761
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor

United States securities and exchange commission logo
December 7, 2023
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-37686
Dear John V. Oyler:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Edwin M. O'Connor

CORRESP
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October 4, 2023

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance, Disclosure Review Program

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Kyle Wiley and Ms. Jennifer Gowetski

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 27, 2023
File No. 001-37686

Dear Mr. Kyle Wiley and Ms. Jennifer Gowetski:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 27, 2023 (the “2022 Annual Report”), as set forth in your letter dated September 21, 2023 addressed to Mr. John V. Oyler, Chief Executive Officer of the Company (the “Comment Letter”). For your convenience, the Staff’s comment is reproduced in bold type below, followed by the Company’s response thereto. Capitalized terms used but not defined herein are defined in the 2022 Annual Report.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 135

1.As noted in your response to prior comment 3, Item 16I(b) of Form 20-F states: “Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure [emphasis added] that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities.” Additionally, page 15 of our Release No. 34-93701, “Holding Foreign Companies Accountable Act Disclosure,” clarifies that a registrant should “look through a VIE or any structure [emphasis added] that results in additional foreign entities being consolidated in the financial statements of the registrant and provide the required disclosures about any consolidated operating company or companies in the relevant jurisdiction.” As previously requested, please provide us with the information required by Items 16I(b)(2) through (b)(5) for all of your consolidated foreign operating entities in your supplemental response.

RESPONSE: The Company acknowledges the Staff’s comment and confirms the following with respect to Item 9C(b)(2) through (b)(5) of Form 10-K:

(2)To the extent known by the Company, the Company is not aware of and has no reason to believe that any governmental entity in the foreign jurisdiction in which the Company is incorporated or otherwise organized owns shares of any capital stock of record of the Company.  Furthermore, to the extent known by the Company, the Company is not aware of and has no reason to believe that any government entity in the foreign jurisdiction where its consolidated foreign operating entities are incorporated or otherwise organized owns shares of any capital stock of record of its consolidated foreign operating entities.

(3)The Company has determined that no governmental entity in China has a controlling financial interest in the Company or its consolidated foreign operating entities.

(4)To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating entities.

(5)The articles of incorporation of the Company, as amended, and those of its consolidated foreign operating entities, do not contain any wording received from any charter of the Chinese Communist Party.

1

***

If you or any other member of the Staff have any questions with regard to the foregoing response, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor at EOConnor@goodwinlaw.com or (212) 813-8853.

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Julia Wang, Chief Financial Officer, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

2

United States securities and exchange commission logo
September 21, 2023
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-37686
Dear John V. Oyler:
            We have reviewed your August 21, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe this
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.  Our
reference to a prior comment is to a comment in our July 21, 2023 letter.

 FirstName LastNameJohn V. Oyler
 Comapany NameBeiGene, Ltd.
 September 21, 2023 Page 2
 FirstName LastName
John V. Oyler
BeiGene, Ltd.
September 21, 2023
Page 2
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 135
1.As noted in your response to prior comment 3, Item 16I(b) of Form 20-F states: “Also,
any such identified foreign issuer that uses a variable-interest entity or any similar
structure [emphasis added] that results in additional foreign entities being consolidated in
the financial statements of the registrant is required to provide the below disclosures for
itself and its consolidated foreign operating entity or entities.”  Additionally, page 15 of
our Release No. 34-93701, “Holding Foreign Companies Accountable Act Disclosure,”
clarifies that a registrant should “look through a VIE or any structure [emphasis added]
that results in additional foreign entities being consolidated in the financial statements of
the registrant and provide the required disclosures about any consolidated operating
company or companies in the relevant jurisdiction.”  As previously requested, please
provide us with the information required by Items 16I(b)(2) through (b)(5) for all of your
consolidated foreign operating entities in your supplemental response.
            Please contact Kyle Wiley at (202) 344-5791 or Jennifer Gowetski at (202) 551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Edwin M. O'Connor

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August 21, 2023

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance, Disclosure Review Program

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Kyle Wiley and Ms. Jennifer Thompson

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 27, 2023
File No. 001-37686

Dear Mr. Kyle Wiley and Ms. Jennifer Thompson:

                BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 27, 2023 (the “2022 Annual Report”), as set forth in your letter dated July 21, 2023 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2022 Annual Report.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 135

1.We note your statement that as of the date of this Annual Report, no governmental entity in mainland China or Hong Kong has filed a Schedule 13D or 13G, there are no material contracts with such foreign governmental party, and there is no such foreign governmental representative on your Board in connection with your required submission under paragraph (a). Please supplementally describe any materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that in order to make the statements in Item 9C of its 2022 Annual Report pursuant to Item 9C, paragraph (a), (b)(2) and (b)(3) of Form 10-K, the Company reviewed the following materials:

•The Schedule 13D and/or 13G EDGAR filings made by beneficial owners of the Company (the “EDGAR Filings”); and

•The Company’s material contracts.

The Company respectfully advises the Staff that it did not receive or rely upon any legal opinions or third party certifications for its assessments as it relates to the disclosure under Item 9C of its 2022 Annual Report pursuant to Item 9C, paragraphs (a), (b)(2) and (b)(3). However, prior to submitting this response letter to the Staff, the Company collected certifications from each member of the board of directors of the Company (the “Board”) and each member of the boards of its consolidated foreign operating entities confirming he or she is not currently, nor has ever been, an official of the Chinese Communist Party (the “Certificate”).

1

The Company respectfully advises the Staff that it intends to collect the Certificate from each member of the Board of the Company and each member of the boards of its consolidated foreign operating entities, as applicable, on an annual basis hereafter in connection with the director questionnaire process to the extent the Company is identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction (a “Commission-Identified Issuer”).

As we noted in our 2022 Annual Report, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting to be filed with the Commission. On the same day, our audit committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, United States, as the Company’s independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting for the fiscal year ending December 31, 2022. Given that Ernst & Young LLP (United States) now serves as the principal accountant to audit our consolidated financial statements, we expect to be able to comply with the HFCAA and AHFCAA and certify that we have retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate which would preclude a further finding by the Commission that we are a Commission-Identified Issuer.

2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

RESPONSE: The Company respectfully advises the Staff that in connection with its preparation of the disclosure under Item 9C of the 2022 Annual Report, it gathered and reviewed annual questionnaires (the “2022 Director Questionnaires”) completed by each member of the Board in connection with the 2022 Annual Report and the Company’s Definitive Proxy Statement on Schedule 14A filed on April 27, 2023. Each member of the Board signed a 2022 Director Questionnaire, attesting to the truthfulness and completeness of the responses in his or her 2022 Director Questionnaire, and none of the members of the Board disclosed that they were an official of the Chinese Communist Party.

As noted above, prior to submitting this response letter to the Staff, the Company collected the Certificate from each member of the Board of the Company and each member of the boards of its consolidated foreign operating entities. The Company respectfully advises the Staff that it intends to collect the Certificate from each member of the Board of the Company and each member of the boards of its consolidated foreign operating entities, as applicable, on an annual basis hereafter in connection with the director questionnaire process to the extent the Company is a Commission-Identified Issuer.

2

3.We note that your disclosures pursuant to Item 9C(b) refer to either “the Company” or “the Company or its operating subsidiaries.” It is unclear from the context of these disclosures whether “the Company” is meant to encompass you and all of your consolidated foreign operating entities or whether in some instances this term refers solely to BeiGene, Ltd. Please note that Item 9C(b) requires that you provide each disclosure for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. To clarify this matter, please provide the information required by each subsection of Item 9C(b) for you and all of your consolidated foreign operating entities in your supplemental response.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that its disclosure regarding “the Company” under Item 9C of the 2022 Annual Report refers to the Company unless otherwise specifically noted. In this regard, the Company notes that Item 9C(b) of Form 10-K (“Item 9C(b)”) only requires that the registrant provides disclosure for itself and its consolidated foreign operating entity or entities with respect to “any such identified foreign issuer that uses a variable-interest entity or any similar structure that results in additional foreign entities being consolidated in the financial statements…” (emphasis added). Thus, the Company respectfully advises the Staff that the Company does not conduct business through variable interest entities or similar structures. To this end, the Company confirms the following with respect to each subsection of Item 9C(b) of Form 10-K:

(1)The Company’s disclosure in the 2022 Annual Report regarding the Company’s registered public accounting firm for the immediately preceding annual financial statement period is also applicable to the Company’s consolidated foreign operating entities. Ernst & Young LLP, located in Boston, Massachusetts, United States, served as the independent registered public accounting firm for the Company and its consolidated foreign operating entities for the audit of the financial statements and internal control over financial reporting for the fiscal year end December 31, 2022. Given that Ernst & Young LLP (United States) now serves as the principal accountant to audit such consolidated financial statements, the Company expects to comply with the HFCAA and AHFCAA and certify that it has retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate which would preclude a further finding by the Commission that the Company is a Commission-Identified Issuer.

(2)To the extent known by the Company, the Company is not aware of and has no reason to believe that any governmental entity in the foreign jurisdiction in which the Company is incorporated or otherwise organized owns shares of any capital stock of record of the Company.

(3)The Company has determined that no governmental entity in China has a controlling financial interest in the Company.

(4)To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating subsidiaries. The Company respectfully directs the Staff to the Company’s response to comments #1 and #2 above with regard to the 2022 D&O Questionnaires and Certificates, as applicable.

(5)The articles of incorporation of the Company, as amended, does not contain any wording received from any charter of the Chinese Communist Party.

3

4.We note your disclosure provided pursuant to Item 9C(b)(4) that no “officials of the Chinese government” are members of your board or the board(s) of your operating subsidiaries and your additional statement that there is no “foreign government representative” on your board. Please confirm, if true, that no members of your board of directors or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party.

RESPONSE: The Company acknowledges the Staff’s comment and confirms that no members of the Board or the boards of the Company’s consolidated foreign operating entities are officials of the Chinese Communist Party. The Company respectfully directs the Staff to the Company’s response to comments #1 and #2 above with regard to the Certificates obtained in connection with this letter and to be obtained from such board members on an annual basis hereafter, as applicable.

5.With respect to your disclosure pursuant to Item 9C(b)(5), we note that you have included language that such disclosure is “to the extent known by the Company.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

RESPONSE: The Company acknowledges the Staff’s comment and confirms that neither the articles of incorporation of the Company, as amended, nor any articles of incorporation for the Company’s consolidated foreign operating entities contain any wording from any charter of the Chinese Communist Party.

***

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact Edwin O’Connor at EOConnor@goodwinlaw.com or (212) 813-8853.

4

Sincerely,

/s/ Chan Lee

Chan Lee

Senior Vice President, General Counsel

Enclosures

cc:

  Julia Wang, Chief Financial Officer, BeiGene, Ltd.

  Edwin O’Connor, Goodwin Procter LLP

  Folake Ayoola, Goodwin Procter LLP

5

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beigene-202210xkseccomme

Sincerely,  /s/ Chan Lee  July 26, 2023  VIA EDGAR  U.S. Securities and Exchange Commission  Division of Corporation Finance  Disclosure Review  Program 100 F Street,  N.E. Washington, DC  20549  Attention: Kyle Wiley  Jennifer Thompson  Re: SEC Comment Letter dated July 21, 2023  BeiGene, Ltd.  Form 10-K for the Fiscal Year Ended December 31, 2022  Filed February 27, 2023  File No. 001-37686  Dear Mr. Wiley and Ms. Thompson,  BeiGene, Ltd. (the “Company”) acknowledges receipt of your comment letter dated July 21, 2023 (the  “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2022. As  discussed in telephone messages on July 24, 2023 from Joseph Yim of Goodwin Procter LLP to you, the  Company respectfully requests an extension to respond to the Comment Letter. The Company  respectfully requests an extension of an additional eleven (11) business days until August 21, 2023 to  respond to the Comment Letter in order to provide sufficient time for the Company to prepare the  necessary response. The Company is committed to responding to the Comment Letter promptly and intends  to provide a response to the Staff no later than August 21, 2023. Should you have any questions regarding the  request made herein, please do not hesitate to contact Edwin O’Connor of Goodwin Procter LLP at  (212) 813-8853. Thank you very much for your courtesy and cooperation in this matter. Chan Lee  Senior Vice President, General Counsel

United States securities and exchange commission logo
July 21, 2023
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 27, 2023
File No. 001-37686
Dear John V. Oyler:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 135
1.We note your statement that as of the date of this Annual Report, no governmental entity
in mainland China or Hong Kong has filed a Schedule 13D or 13G, there are no material
contracts with such foreign governmental party, and there is no such foreign governmental
representative on your Board in connection with your required submission under
paragraph (a). Please supplementally describe any materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameJohn V. Oyler
 Comapany NameBeiGene, Ltd.
 July 21, 2023 Page 2
 FirstName LastName
John V. Oyler
BeiGene, Ltd.
July 21, 2023
Page 2
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Item 9C(b) refer to either “the Company” or
“the Company or its operating subsidiaries.” It is unclear from the context of these
disclosures whether “the Company” is meant to encompass you and all of your
consolidated foreign operating entities or whether in some instances this term refers solely
to BeiGene, Ltd. Please note that Item 9C(b) requires that you provide each disclosure for
yourself and your consolidated foreign operating entities, including variable interest
entities or similar structures. To clarify this matter, please provide the information
required by each subsection of Item 9C(b) for you and all of your consolidated foreign
operating entities in your supplemental response.
4.We note your disclosure provided pursuant to Item 9C(b)(4) that no “officials of the
Chinese government” are members of your board or the board(s) of your operating
subsidiaries and your additional statement that there is no “foreign government
representative” on your board. Please confirm, if true, that no members of your board of
directors or the boards of your consolidated foreign operating entities are officials of the
Chinese Communist Party.
5.With respect to your disclosure pursuant to Item 9C(b)(5), we note that you have included
language that such disclosure is “to the extent known by the Company.” Please
supplementally confirm without qualification, if true, that your articles and the articles of
your consolidated foreign operating entities do not contain wording from any charter of
the Chinese Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Edwin M. O'Connor

United States securities and exchange commission logo
June 15, 2022
John Oyler
Chief Executive Officer and Chairman
BeiGene, Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-37686
Dear Mr. Oyler:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin M. O'Connor, Esq.

CORRESP
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June 3, 2022

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Michael Davis and Mr. Jason Drory

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-37686

Dear Mr. Davis and Mr. Drory:

    BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 28, 2022 (the “2021 Annual Report”), as set forth in your letter dated May 20, 2022 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2021 Annual Report.

1.We note your response to prior comment 5 including your description of how cash is transferred through your organization. Please revise to disclose whether cash generated from one subsidiary is used to fund another subsidiary’s operations. For example, please state whether you have ever faced difficulties or limitations on your ability to transfer cash between subsidiaries. Please update your disclosure to disclose if you have specific cash management policies and procedures in place that dictate how funds are transferred through your organization and if applicable, describe these policies and procedures in greater detail.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise the Business section of future annual reports on Form 10-K to disclose whether cash generated from one subsidiary is used to fund another subsidiary’s operations, including relevant disclosures on material difficulties or limitations the Company may face in its ability to transfer cash between subsidiaries. Further, the Company will disclose its cash management policies and procedures. The Company undertakes to update the Business section in future annual reports on Form 10-K as follows, with necessary updates:

1

“Cash Management Policies and Procedures

Under our Capitalization and Financing Policy, the frequency and amount of intercompany transfers of funds is determined based on the working capital needs of our subsidiaries and intercompany transactions, and is subject to internal approval processes and funding arrangements. Our management reviews and monitors our cash flow forecast and working capital needs of our subsidiaries on a regular basis. In addition, capital contributions and intercompany loan arrangements are subject to local jurisdiction and banking regulations. In this regard,  we have not faced difficulties or limitations in our ability to transfer cash between subsidiaries in any of our operating jurisdictions.

During the normal course of our business, cash is transferred between our subsidiaries via wire transfer to and from bank accounts to pay certain business expenses. Cash is maintained by BeiGene, Ltd. in its bank account and transferred to its subsidiaries when necessary to strengthen our business capabilities, such as paying for new office development, or marketing expenses. In addition, cash may be used by BeiGene, Ltd. to meet corporate expenses such as audit fees, attorneys’ fees, stock exchange listing fees, IR/PR expenses, research and development costs and corporate administrative support expenses.

Cash is transferred between subsidiaries in the form of capital contributions or through intercompany advances or loans, as follows:

•Cash may be transferred between BeiGene HK and its operating subsidiaries in mainland China through intercompany loans and capital contributions, and there are currently no restrictions on transferring funds between BeiGene HK and its subsidiaries in mainland China. Cash generated from BeiGene HK is used to fund operations of its subsidiaries, and no funds were transferred from BeiGene HK’s subsidiaries in mainland China to fund operations of other BeiGene subsidiaries outside of mainland China for the year ended on December 31, 2020 and December 31, 2021. For the year ended December 31, 2020 and December 31, 2021, the amount of cash transferred between BeiGene HK and its subsidiaries in mainland China was $661 million and $44 million, respectively.

•Cash may be transferred between BeiGene UK and/or BeiGene Switzerland and their respective operating subsidiaries through intercompany fund advances and capital contributions. There are currently no restrictions on transferring funds between BeiGene UK or BeiGene Switzerland and their respective operating subsidiaries. Cash generated from BeiGene UK and BeiGene Switzerland are used to fund operations of their respective subsidiaries, and no funds were transferred from BeiGene UK’s subsidiaries or from BeiGene Switzerland’s subsidiaries to fund operations of other BeiGene subsidiaries (such as BeiGene HK and its subsidiaries in mainland China) for the year ended on December 31, 2020 and December 31, 2021. For the year ended December 31, 2020 and December 31, 2021, the amount of cash transferred between BeiGene UK and BeiGene Switzerland to their respective subsidiaries was $0 and $97,000.00 and $2 million and $25 million, respectively.”

2

2.We note your response to prior comment 6. Please revise your disclosure to explicitly address the consequences to you and your investors if you or your subsidiaries inadvertently conclude that such permissions or approvals are not required.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that some of the risks and consequences that are applicable to variable interest entities (“VIEs”) do not apply to the Company because it does not use VIEs in China or elsewhere. Unlike other U.S. listed companies with operations in China, the Company does not conduct business in China through VIEs, and is therefore not subject to the risks of VIE business operations, corporate structure or contractual arrangements. However, in response to the Staff’s comments, we will further revise the disclosure the Company includes in the Business section of future annual reports on Form 10-K to explicitly address the consequences applicable to the Company and its investors if the Company or its subsidiaries inadvertently concludes that permissions from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China permissions China (CAC) or any other governmental agency to approve our operations are not required. Further, the Company will make conforming changes to future relevant risk factor disclosures, as applicable.

The Company undertakes to update the Business section in future annual reports on Form 10-K as follows, with necessary updates:

“Permissions Required from the PRC Authorities for Our Operations

We conduct our business in the PRC through our PRC subsidiaries. Our operations in the PRC are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries have obtained all requisite licenses and permits from the PRC government authorities that are material for their business operations in the PRC, including, among others, business licenses issued by local counterparts of the SAMR, drug manufacturing licenses, drug trade licenses, CTAs, drug registration certificates, import and export business qualifications and filings, licenses for use of experimental animals, pollutant discharge licenses and permits for urban sewage discharge into drainage pipe networks. No material permissions have been denied to us by relevant government authorities in China. As of the date of this annual report, we do not operate our businesses in China or elsewhere through variable interest entities, or VIEs, and therefore are not subject to risks associated with contractual arrangements with VIEs. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our business operations and corporate structure from the CSRC, CAC or any other PRC governmental agency that would have a material impact on our business, results of operations or financial condition. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot assure you that we have obtained all the permits or licenses required for conducting our business in the PRC. If (i) we have inadvertently concluded that such permissions, approvals, licenses or permits have been acquired or are not required, or (ii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions, approvals, licenses or permits in the future, then we may have to expend time and costs to procure them. If we are unable to do so on commercially reasonable terms or in a timely manner, it could cause significant disruption to our business operations and damage our reputation, which would in turn have a material adverse effect on our business, results of operations and financial condition.

3

In connection with our previous issuance of securities listed on the NASDAQ Global Select Market and Hong Kong Stock Exchange, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we and our PRC subsidiaries, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority. However, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Intensifying Crack-Down on Illegal Securities Activities,” or the Opinions, which were made available to the public in July 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. We have been closely monitoring and will continue to monitor regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for offerings on the NASDAQ Global Select Market or Hong Kong Stock Exchange.

As of the date of this annual report, we have not received any inquiry, notice, warning or sanction regarding obtaining approval, completing filings or other procedures in connection with offering our equity securities on the NASDAQ Global Select Market or Hong Kong Stock Exchange from the CSRC or any other PRC governmental or regulatory authorities that have jurisdiction over our operations. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities, including the Draft Overseas Listing Regulations. If it is determined in the future that the approval of, filing or other procedures with the CSRC or any other Chinese governmental or regulatory authority is required for issuing our equity securities the NASDAQ Global Select Market or Hong Kong Stock Exchange, it is uncertain whether we will be able to and how long it would take for us to obtain the approval or complete the filings or other procedures, despite our efforts. If we, for any reason, are unable to obtain or complete, or experience significant delays in obtaining or completing, the requisite relevant approval(s), filing or other procedure(s), we may face sanctions by the CSRC or other Chinese regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in the PRC, limit our ability to pay dividends outside of China, limit our operations in the PRC, delay or restrict the repatriation of funds into the PRC or take other actions that could have a material adverse effect on our business, financial condition, and results of operations. According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Draft Overseas Listing Regulations are implemented, the CSRC will formulate and issue guidance for filing procedures. This is an ongoing process that is expected to take some time to become effective. Since the Draft Overseas Listing Regulations have not yet come into effect, we are currently unaffected.”

4

The Company undertakes to provide risk factor disclosure in future annual reports on Form 10-K as follows, with necessary updates:

“The approval of, or filing or other procedures with, the CSRC or other Chinese regulatory authorities may be required in connection with issuing our equity securities, and, if required, we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures. If the Draft Overseas Listing Regulations is adopted as currently proposed and if we fail to complete a filing with the CSRC, our offering application may be discontinued and we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council. In severe circumstances, the business of our PRC subsidiaries could be suspended and their business qualifications and licenses may be revoked, which would have a material adverse effect on our business, financial condition, and results of operations.

In July 2021, the General Office of the Communist Party of China Central Committee and the State Council jointly promulgated the Opinions on Intensifying Crack Down on Illegal Securities Activities (the “Opinions”), pursuant to which Chinese regulators are required to accelerate rulemaking related to the issuance and listing of securities outside of China, and update the existing laws and regulations related to data security, cross-border data flow, and administration of classified information. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries will be required to obtain permission from the PRC government to offer securities on the NASDAQ Global Select Market or Hong Kong Stock Exchange in the future, and even when such permission is required, whether it will be denied or rescinded.

Numerous regulations, guidelines and other measures have been or are expected to be adopted under the umbrella of or in addition to the Cyber Security Law (as defined below) and Data Security Law (as defined below). As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot assure investors that we will be able to comply with new regulatory requirements relating to our future capital-raising activities outside of China and we may become subject to more stringent requirements with respect to matters including data privacy and cross-border investigation and enforcement of legal claims.

Furthermore, in December 2021, the CSRC promulgated the Draft Overseas Listing Rules, which, among other things, require certain companies to make filings for offerings and listing in stock markets outside of China if such companies meet the criteria set forth in the Draft Overseas Listing Rules. As the Draft Overseas Listing Rules were released only for public comment, the final version and the effective date may be subject to change with substantial uncertainty. According to Relevant Officials of the CSRC Answered R

United States securities and exchange commission logo
May 20, 2022
John Oyler
Chief Executive Officer and Chairman
BeiGene, Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for Fiscal Year Ended December 31, 2021
Response dated May 6, 2022
File No. 001-37686
Dear Mr. Oyler:
            We have reviewed your May 6, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 6, 2022 letter.
Form 10-K for Fiscal Year Ended December 31, 2021
Part I
Item 1. Business, page 5
1.We note your response to prior comment 5 including your description of how cash is
transferred through your organization. Please revise to disclose whether cash generated
from one subsidiary is used to fund another subsidiary’s operations. For example, please
state whether you have ever faced difficulties or limitations on your ability to transfer cash
between subsidiaries. Please update your disclosure to disclose if you have specific cash
management policies and procedures in place that dictate how funds are transferred

 FirstName LastNameJohn Oyler
 Comapany NameBeiGene, Ltd.
 May 20, 2022 Page 2
 FirstName LastName
John Oyler
BeiGene, Ltd.
May 20, 2022
Page 2

through your organization and if applicable, describe these policies and procedures in
greater detail.
2.We note your response to prior comment 6. Please revise your disclosure to explicitly
address the consequences to you and your investors if you or your subsidiaries
inadvertently conclude that such permissions or approvals are not required.
            You may contact Ibolya Ignat at 202-551-3636 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin M. O'Connor, Esq.

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May 6, 2022

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Michael Davis and Mr. Jason Drory

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-37686

Dear Mr. Davis and Mr. Drory:

    BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 28, 2022 (the “2021 Annual Report”), as set forth in your letter dated April 6, 2022 addressed to Mr. John Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2021 Annual Report.

1.At the onset of Part I, please disclose prominently that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries. In addition, please provide early in the Business section a diagram of your corporate structure.

RESPONSE: The Company acknowledges the Staff’s comment and respectively advises the Staff that on page 53 of the 2021 Annual Report, the Company discloses that “[w]e are an exempted company incorporated in the Cayman Islands with limited liability on October 28, 2010. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company.” However, in response to the Staff’s comments, in future annual reports on Form 10-K, the Company will disclose, at the onset of Part I, that it is not a Chinese operating company but a Cayman Islands holding company with operations conducted by its subsidiaries. The Company will also provide early in the Business section a diagram of its corporate structure. In this regard, please refer to Appendix A for a diagram of the Company’s corporate structure that will be provided in future annual reports on Form 10-K.

Additionally, the Company undertakes to update, at the onset of Part I Business section, in its future annual reports on Form 10-K as follows, with necessary updates:

“Our Holding Company Structure

We are a holding company incorporated in the Cayman Islands with operations primarily conducted through our subsidiaries in the United States, China, United Kingdom, Switzerland and Australia. The following diagram depicts a summary of our corporate structure. Currently, our corporate structure contains no variable interest entities.”

1

2.We note your disclosure beginning on page 94 regarding “Risks Related to Our Doing Business in the PRC.” Please provide a more prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company will revise its disclosure in future relevant Exchange Act periodic reports to address the legal and operational risks of operating in China, the potential effects of such matters on our operations and/or value of our securities, and recent statements and regulatory actions by China’s government and their effect on the Company. Please refer to Appendix C for the risk factors the Company will include in future relevant Exchange Act periodic reports.

The Company undertakes to update the Business section in future annual reports on Form 10-K as follows, with necessary updates:

“Doing Business in the PRC

As a result of our operations in the PRC, the PRC government may intervene in or exert influence over our operations at any time with little or no advanced notice, which could result in a material change in our operations and/or the value of our ADSs, ordinary shares, or RMB Shares. For example, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our company.

Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted outside of China and over foreign investment in China-based companies. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including enforcement actions against illegal activities in the securities market, enhancing supervision over China-based companies listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the relevant PRC government authorities made public the Opinions on Intensifying Crack-Down on Illegal Securities Activities. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) released the draft Administrative Regulations on Cyber Data Security (the “Draft Cyber Data Security Regulations”) for public comments, which requires, among others, that a prior cybersecurity review should be required for listing abroad of data processors which process over one million users’ personal information, and the listing of data processors in Hong Kong which affects or may affect national security.

The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on overseas listed PRC companies regarding data security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China’s securities laws. It is uncertain whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us, but among other things, our ability to obtain external financing through the issuance of equity securities in the United States, Hong Kong or other markets could be negatively affected, and as a result, the trading prices of our ADSs, ordinary shares and RMB Shares could significantly decline or become worthless. For a detailed description of risks related to our doing business in China, see “Item 1A. Risk Factors—Risks Related to Our Doing Business in the PRC.””

2

3.We note your discussion of PCAOB inspections beginning on page 95. Please prominently disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company, including disclosing that you were identified by the Commission under the HFCAA. In addition, disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.

RESPONSE: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company will revise its disclosure in the Business section of future annual reports on Form 10-K to prominently disclose that its previous auditor is subject to the determinations announced by the PCAOB on December 16, 2021, including that the Company was identified by the Commission under the Holding Foreign Companies Accountable Act and related regulations. The Company also advises the Staff that it will include new risk factor disclosures in the next quarterly report on Form 10-Q that will be filed on May 9, 2022, which discusses the related risks. Please refer to Appendix D for the risk factors the Company will include in the next quarterly report on Form 10-Q.

The Company undertakes to update the Business section in future annual reports on Form 10-K as follows, with necessary updates:

“Status under Holding Foreign Companies Accountable Act

On December 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) adopted rules (the “Final Rules”) to implement the Holding Foreign Companies Accountable Act (the “HFCAA”), which became law on December 18, 2020. The HFCAA includes requirements for the SEC to identify issuers who file annual reports with audit reports issued by independent registered public accounting firms located in foreign jurisdictions that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate completely because of a position taken by a non-U.S. authority in the accounting firm’s jurisdiction (“Commission-Identified Issuers”). The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s independent registered public accounting firm for three consecutive years since 2021, the SEC shall prohibit the issuer’s securities registered in the United States from being traded on any national securities exchange or over-the-counter markets in the United States.

Under the Final Rules, the SEC adopted submission and disclosure requirements by amending Form 10-K and other annual reporting forms and established procedures to identify issuers and prohibit the trading of the securities of certain registrants as required by the HFCAA. Specifically, the Final Rules require each Commission-Identified Issuer to submit documentation to the SEC annually on or before its annual report due date that establishes that it is not owned or controlled by a government entity in its public accounting firm’s foreign jurisdiction and require additional specified disclosures by “foreign issuers” as defined in Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended. The SEC will identify an issuer as a Commission-Identified Issuer as early as possible after the issuer files its annual report and on a rolling basis, and will impose an initial trading prohibition on an issuer as soon as practicable after it has been conclusively identified as a Commission-Identified Issuer for three consecutive years. To end an initial or subsequent trading prohibition, a Commission-Identified Issuer must certify that it has retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate. To make that certification, the Commission-Identified Issuer must file financial statements that include an audit report signed by such a registered public accounting firm.

On March 30, 2022, as expected following its adoption of the Final Rules, the SEC added BeiGene, Ltd. to its conclusive list of issuers identified under the HFCAA, after being provisionally named as a Commission-Identified Issuer on March 8, 2022, following the filing of its annual report on Form 10-K with the SEC on February 28, 2022. Ernst & Young Hua Ming LLP, located in the PRC, served as our independent registered public accounting firm from 2014 to 2021, including for our annual report on Form 10-K for the year ended December 31, 2021 filed on February 28, 2022. However, as our global business has expanded, we have evaluated, designed and implemented business processes and control changes and built substantial organizational capabilities outside of the PRC. Therefore, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audits of our financial statements and internal control over financial reporting to be filed with the SEC. On the same day, our audit committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, United States, as the Company’s independent registered public accounting firm for the audits of our financial statements and internal control over financial reporting for the fiscal year ending December 31, 2022 to be filed with the SEC. No changes were made to the accounting firms who audit our financial statements filed with the Shanghai Stock Exchange and the Hong Kong Stock Exchange, which will remain Ernst & Young Hua Ming LLP, located in Beijing, PRC, and Ernst & Young, located in Hong Kong, PRC, respectively.

3

We have evaluated, designed and implemented additional business processes and internal control changes which have enabled us to engage Ernst & Young LLP (United States), which is subject to PCAOB inspection requirements. Given that Ernst and Young LLP (United States) will serve as the principal accountant to audit our consolidated financial statements for the fiscal year ending December 31, 2022, to be included in the 2022 Form 10-K, to be filed with the SEC, we expect to be able to comply with the HFCAA and certify following the filing of our 2022 Form 10-K that we have retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate, Ernst & Young LLP (United States), which should preclude a further finding by the SEC that we are a Commission-Identified Issuer and therefore the delisting of our American Depositary Shares from the NASDAQ Global Select Market.

However, these efforts may not be sufficient and ultimately may not be successful. We may also be subject to enforcement under the HFCAA, the rules implementing the act that may be adopted by the SEC, and any other similar legislation that may be enacted into law or executive orders that may be adopted in the future. Although we are committed to complying with the rules and regulations applicable to listed companies in the United States, we are currently unable to predict the potential impact on our listed status by any rules that may be adopted by the SEC under the HFCAA in the future. If we failed to comply with those rules, it is possible that our ADSs would be delisted. The risk and uncertainty associated with a potential delisting would have a negative impact on the price of our ADSs, ordinary shares and RMB Shares. Failure to adopt effective contingency plans may also have a material adverse impact on our business and the price of our ADSs, ordinary shares and RMB Shares.”

4.Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is c

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bgneextensionrequest-11a

      April 11, 2022    VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Life Sciences  100 F Street, N.E.  Washington, DC 20549    Attention: Michael Davis   Jason Drory      Re: SEC Comment Letter dated April 6, 2022   BeiGene, Ltd.   Form 10-K for the Fiscal Year Ended December 31, 2021   Filed February 28, 2022   File No. 001-37686    Dear Mr. Davis and Mr. Drory,    BeiGene, Ltd. (the “Company”) acknowledges receipt of your comment letter dated April 6, 2022 (the  “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2021. As  discussed in telephone messages on April 11, 2022 from Joseph Yim of Goodwin Procter LLP to you, the  Company respectfully requests an extension to respond to the Comment Letter. The Company respectfully  requests an extension of an additional twelve (12) business days until May 6, 2022 to respond to the  Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The  Company is committed to responding to the Comment Letter promptly and intends to provide a response to  the Staff no later than May 6, 2022. Should you have any questions regarding the request made herein, please  do not hesitate to contact Edwin O’Connor of Goodwin Procter LLP at (212) 813-8853. Thank you very  much for your courtesy and cooperation in this matter.      Scott Samuels, Esq.  Senior Vice President, General Counsel  Sincerely,  /s/ Scott Samuels

United States securities and exchange commission logo
April 6, 2022
John Oyler
Chief Executive Officer and Chairman
BeiGene, Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-37686
Dear Mr. Oyler:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Part I
Item 1. Business, page 5
1.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries. In addition, please provide early in the Business section a diagram of your
corporate structure.
2.We note your disclosure beginning on page 94 regarding "Risks Related to Our Doing
Business in the PRC."  Please provide a more prominent disclosure about the legal and
operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in

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 Comapany NameBeiGene, Ltd.
 April 6, 2022 Page 2
 FirstName LastNameJohn Oyler
BeiGene, Ltd.
April 6, 2022
Page 2
a material change in your operations and/or the value of your securities or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.
3.We note your discussion of PCAOB inspections beginning on page 95.  Please
prominently disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company, including disclosing
that you were identified by the Commission under the HFCAA. In addition, disclose that
trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
your auditor, and that as a result an exchange may determine to delist your securities.
4.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. For example, disclose, if true, that your subsidiaries conduct
operations in China.
5.We note your discussion regarding dividends on page 99 and 111.  Provide a clear
description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings. Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or distributions that a subsidiary have made to the holding
company and which entity made such transfer, and their tax consequences. Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax
consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.
6.We note your disclosure regarding potential PRC changes beginning on page 94.  Disclose
each permission or approval that you or your subsidiaries are required to obtain from
Chinese authorities to operate your business and to offer securities to foreign investors.
State whether you or your subsidiaries are covered by permissions requirements from the
China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
(CAC) or any other governmental agency that is required to approve your operations, and
state affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or

 FirstName LastNameJohn Oyler
 Comapany NameBeiGene, Ltd.
 April 6, 2022 Page 3
 FirstName LastNameJohn Oyler
BeiGene, Ltd.
April 6, 2022
Page 3
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Item 1A. Risk Factors, page 54
7.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of your
securities to significantly decline or be worthless.
8.We note your disclosure about the Holding Foreign Companies Accountable Act on page
96. Please expand your risk factors to disclose that you were identified by the Commission
under the HFCAA. In addition, please update your disclosure to reflect that the
Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA,
the PCAOB has issued its report notifying the Commission of its determination that it is
unable to inspect or investigate completely accounting firms headquartered in mainland
China or Hong Kong.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of your securities to significantly decline or be worthless.
10.We note your discussion regarding the Cyberspace Administration of China on page
90. In light of recent events indicating greater oversight by the Cyberspace Administration
of China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with
the regulations or policies that have been issued by the CAC to date. In addition, please

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 FirstName LastName
John Oyler
BeiGene, Ltd.
April 6, 2022
Page 4
update the disclosure in this risk factor to reflect that the final version of the revisions to
the existing Measures for Cybersecurity Review came into effect on February 15, 2022.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ibolya Ignat at 202-551-3636 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin M. O'Connor

United States securities and exchange commission logo
January 28, 2022
John V. Oyler
Chief Executive Officer and Chairman
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686
Dear Mr. Oyler:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin O'Connor

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CONFIDENTIAL TREATMENT REQUESTED BY BEIGENE, LTD.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED ELECTRONIC SUBMISSION FOR EASE OF IDENTIFICATION.

December 17, 2021

By EDGAR Submission and Secure File Transfer Process

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Margaret Schwartz and Mr. Christopher Edwards

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686

Dear Ms. Schwartz and Mr. Edwards:

    BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 25, 2021 (the “2020 Annual Report”), as set forth in your letter dated November 22, 2021 addressed to the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2020 Annual Report.

1.We note your response to our prior comment number 1. As it relates to providing tailored disclosure, please explain in greater detail how the nature of your business supports your conclusion that pending or existing climate change-related legislation, regulations, and international accords will not have a material impact and the process through which existing or pending climate change-related legislation, regulations and international accords are evaluated. In addition, tell us how you considered addressing difficulties in assessing the timing and effect of pending legislation or regulation.

RESPONSE:  The Company acknowledges the Staff’s comment and respectively advise the Staff that based on our assessment, we believe that both domestic and international legislation to address climate change by reducing greenhouse gas emissions and establishing a price on carbon could create increases in energy costs and price volatility. Specifically, we considered governmental greenhouse gas emission initiatives that include, among others, the December 2015 Paris Agreement, which was the outcome of the 21st session of the Conference of the Parties under the United Nations Framework Convention on Climate Change. The Paris Agreement, which was signed by nearly 200 nations, including the United States, Canada, and China, entered into force in late 2016 and sets out a goal of limiting the average rise in temperatures for this century to below 2 degrees Celsius. Each signatory is expected to develop its own plan (referred to as a Nationally Determined Contribution) for reaching that goal.

In the U.S., there currently is little action on climate change policy at the Congressional level, but such policy is being actively conducted by the Executive Branch – by the U.S. Environmental Protection Agency under the auspices of the Clean Air Act of 1963, as amended. In addition, climate change policy is being pursued through various initiatives by several U.S. states. In other countries, significant efforts include the national cap-and-trade systems of Australia and New Zealand, carbon tax programs in various European and Scandinavian countries, a carbon tax introduced in the Canadian province of British Columbia, the cap-and-trade program to reduce greenhouse gas emissions by the nations involved in the European Union’s Emissions Trading Scheme, a pilot cap-and-trade scheme in seven cities in China, and a range of efforts undertaken by nations that have signed on to the Kyoto Protocol and the Paris Agreement. The policies span a range of regulatory approaches, including technology mandates, performance standards, emissions pricing, and reporting of greenhouse gas emissions.

1

Our manufacturing processes require that we purchase significant quantities of energy from third parties, which results in the generation of greenhouse gases, either directly on-site or indirectly at electric utilities. While we believe that existing and proposed legislative efforts to control or limit greenhouse gas emissions could affect our energy source and supply choices as well as increase the cost of energy and raw materials derived from sources that generate greenhouse gas emissions, we do not believe these are material to our business.  Specifically, during the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on energy source, including water, electricity, gas and steam, which the Company does not consider material. We had no material capital costs related to compliance with climate change during the years ended December 31, 2020 and 2019. To the extent these costs become material to an understanding of the Company in the future, we will include such disclosure in our filings.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact our competitive advantage. At the present time, we cannot predict the prospective impact of these future legislation or regulation addressing climate change on our results of operations, liquidity or capital resources, or whether any such effects could be material to us. However, we are confident we will continue to make progress on our ambitions, as disclosed in our annual ESG Report, and to regularly and systemically engage with our stakeholders and report on goals and ambitions in our future annual ESG Reports. In addition, we continue to integrate climate change considerations into our ongoing business planning, and in 2022, we plan to engage a third-party consultant to help us conduct a climate-specific risk assessment, following the Task Force on Climate-related Financial Disclosures (“TCFD”) framework. To the extent our climate-related risk assessments become material to an understanding of the Company’s results of operations and financial condition in the future, we will include such disclosure in our SEC filings.

2.We note your response to our prior comment number 3, which states that based on the nature of your operations you have not identified potential direct or indirect consequences of climate change that have had or would have a material effect on your financial condition or results of operations. Please describe how you concluded the indirect consequences you considered in your analysis were not material, including by describing the nature of your operations. Your response should address each of the items from our prior comment.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, with respect to potential indirect consequences of climate change on our financial conditions and results of operations, we considered whether any the following have had a material impact:

a)decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

b)increased demand for goods that result in lower emissions than competing products;

c)increased competition to develop innovative new products that result in lower emissions; and

d)any anticipated climate-related reputational risks resulting from operations or   products that we sell.

2

As further discussed below, based on the nature of our operations as a global biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative and affordable medicines to improve treatment outcomes and access for patients worldwide, we have not identified potential direct or indirect consequences of climate change that have had or would have a material effect on our financial condition or results of operations. However, we are committed to reducing our carbon emissions as reported in our annual ESG Report and will continue to monitor for future indirect consequences and will disclose relevant information, if material. To this end, early this year, we hired a Senior Director, Global Reputation and ESG Lead to help us develop and implement a global ESG strategy including a climate action plan. Additionally, in 2022, we plan to engage a third-party consulting firm to, among other things:

•Measure and analyze BeiGene’s global Scope 1 and 2 energy, greenhouse gas emissions, water, waste, and packaging footprint from offices, distribution centers, research and development laboratories, and manufacturing facilities for fiscal year 2022, which will establish a baseline year for the Company’s global emissions and footprint;

•Conduct an assessment of Scope 3 emissions to determine areas of material emissions and inform future efforts on reducing greenhouse gas emissions and footprint;

•Develop a comprehensive global carbon reduction strategy, including forward-looking targets; and

•Assess climate-related risks and opportunities using the TCFD framework.

We will provide the result of these assessments in our future annual ESG Reports. To the extent any of the assessments are material to an understanding of the Company’s business, financial condition or results of operations, we will include relevant disclosure in our future SEC filings.

Decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources

Annual disclosure of our Scope 1 and Scope 2 GHG emissions for certain facilities, as well as other related data, can be found in our annual ESG Report. Our 2018 data covers major operations in China, including our Beijing laboratory, Beijing office building, Suzhou factory and Suzhou office building for the period from January 1, 2018 to December 31, 2018. Other small offices in China, overseas offices and facilities under construction are not included. Our 2019 ESG Report covers the major operations of BeiGene, including our Beijing R&D center, Suzhou and Guangzhou plants, all office buildings located in China and an office in the United States for the period from January 1, 2019 to December 31, 2019. Our 2020 ESG Report covers the major operations of BeiGene, including our Beijing and Shanghai R&D centers, Suzhou and Guangzhou manufacturing facilities, all office buildings located in China, and the Cambridge office in the United States for the period from January 1, 2020 to December 31, 2020.

As we noted in our response to comment 1, our manufacturing processes require that we purchase significant quantities of energy from third parties, which results in the generation of greenhouse gases. During the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on energy sources. Additionally, our manufacturing processes also result in greenhouse gas emissions from certain chemical reactions necessary to manufacture our clinical-stage and commercial drug products as well as the handling of waste. During the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on the handling of waste and hazardous materials. The Company does not consider these costs material.

With respect to transportation, goods and services that produce significant greenhouse gas emissions or those related to carbon-based energy sources primarily come from burning fossil fuel for vehicles we rent and use commercially. During the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on rental vehicles, which the Company does not consider material.

Given the nature of our operations, any decreased demand for goods or services that produce significant greenhouse gas emissions resulting from any effect of carbon pricing, diesel and petrol vehicle restrictions, and higher costs of energy have not had any material impact on the Company, as discussed above.

3

Increased demand for goods that result in lower emissions than competing products

Given the nature of our operations as a global biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative and affordable medicines to improve treatment outcomes and access for patients worldwide, the increased demand for goods that result in lower emissions than competing products have not had any material impact on the Company and will not be material for fiscal years 2021 and 2022, respectively. As disclosed in our 2020 ESG Report, the Company has been investing in energy management projects, which cut operating costs and contribution to global energy reduction. As noted in our response letter dated October 29, 2021, during the year ended December 31, 2019 and December 31, 2020, the Company incurred approximately $[****] and $[****] on capital expenditures for climate-related projects. We estimate that our capital expenditures for climate-related projects will be approximately $[****] and $[****] and not be material for fiscal years 2021 and 2022, respectively.

Additionally, during the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on electricity and steam, a portion of which include renewal energy. Similarly, during the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on handling waste. Further, the Company estimates that it will spend approximately $[****] and $[****] on its recycling policy in fiscal years 2021 and 2022, respectively. The Company does not consider these costs material.

Increased competition to develop innovative new products that result in lower emissions

Based on the nature of our operations as a global biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative and affordable medicines to improve treatment outcomes and access for patients worldwide, we have not experienced any increased competition to develop innovative new products that result in lower emissions. Our research organization has delivered ten molecules into the clinic in our first ten years, including our two lead commercial medicines, BRUKINSA®, a small molecule inhibitor of Bruton’s Tyrosine Kinase for the treatment of various blood cancers, and tislelizumab, an anti-PD-1 antibody immunotherapy for the treatment of various solid tumor and blood cancers. We have received regulatory approvals to market BRUKINSA® in the world’s three largest pharmaceutical markets, the United States, China and the European Union, and tislelizumab in China, with an established, science-based commercial organization.

We have built state-of-the-art biologic and small molecule manufacturing facilities in China to support the potential future demand of our products, and we also work with high quality contract manufacturing organizations to manufacture our internally developed clinical and commercial products. We follow strict quality control standards in testing, manufacturing, packaging, storage, and distribution of our medicines and are committed to maintaining high standards on safety and product quality. Our research laboratories and manufacturing facilities are currently located solely in China,

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beigene-seccommentletter

      November 24, 2021    VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Life Sciences  100 F Street, N.E.   Washington, DC 20549    Attention: Margaret Schwartz   Christopher Edwards          Re: SEC Comment Letter dated November 22, 2021   BeiGene, Ltd.   Form 10-K for the Fiscal Year Ended December 31, 2020   Filed February 25, 2021   File No. 001-37686      Dear Ms. Schwartz and Mr. Edwards,    BeiGene, Ltd. (the “Company”) acknowledges receipt of your comment letter dated November 22, 2021  (the “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2020.  As discussed in telephone messages on November 23, 2021 from Joseph Yim of Goodwin Procter LLP to  you, the Company respectfully requests an extension to respond to the Comment Letter. The Company  respectfully requests an extension of an additional seventeen (17) business days until December 31, 2021  to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the  necessary response. The Company is committed to responding to the Comment Letter promptly and intends  to provide a response to the Staff no later than December 31, 2021. Should you have any questions regarding  the request made herein, please do not hesitate to contact Edwin O’Connor of Goodwin Procter LLP at  (212) 813-8853. Thank you very much for your courtesy and cooperation in this matter.     Sincerely,          /s/ Scott Samuels     Scott Samuels, Esq.  Senior Vice President, General Counsel

United States securities and exchange commission logo
November 22, 2021
John V. Oyler
Chief Executive Officer and Chairman
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686
Dear Mr. Oyler:
            We have reviewed your October 29, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2021 letter.
Response dated October 29, 2021
General
1.We note your response to our prior comment number 1. As it relates to providing tailored
disclosure, please explain in greater detail how the nature of your business supports your
conclusion that pending or existing climate change-related legislation, regulations, and
international accords will not have a material impact and the process through which
existing or pending climate change-related legislation, regulations and international
accords are evaluated. In addition, tell us how you considered addressing difficulties in
assessing the timing and effect of pending legislation or regulation.

 FirstName LastNameJohn V. Oyler
 Comapany NameBeiGene, Ltd.
 November 22, 2021 Page 2
 FirstName LastName
John V. Oyler
BeiGene, Ltd.
November 22, 2021
Page 2
2.We note your response to our prior comment number 3, which states that based on the
nature of your operations you have not identified potential direct or indirect consequences
of climate change that have had or would have a material effect on your financial
condition or results of operations. Please describe how you concluded the indirect
consequences you considered in your analysis were not material, including by describing
the nature of your operations. Your response should address each of the items from our
prior comment.
3.We note your response to our prior comment number 4, which states that you have not had
material weather-related damages to your property or operations or any material impacts
on the cost or availability of insurance. Provide us with an analysis supporting these
statements, including quantitative information.
4.We note your response to our prior comment number 5. Please tell us about the transition
risks evaluated in preparing your response to prior comment number 5, including the
items noted in our prior comment. Please also provide support for why you believe the
effects of transition risks will not be material. Include information in your response
explaining how your efforts to reduce the energy and carbon footprint of your operations
address specific transition risks related to climate change that may affect you.
            Please contact Margaret Schwartz at 202-551-7153 or Christopher Edwards at 202-551-
6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin O'Connor

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CONFIDENTIAL TREATMENT REQUESTED BY BEIGENE, LTD.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED ELECTRONIC SUBMISSION FOR EASE OF IDENTIFICATION.

October 29, 2021

By EDGAR Submission and Secure File Transfer Process

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Margaret Schwartz and Mr. Christopher Edwards

Re:    BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686

Dear Ms. Schwartz and Mr. Edwards:

BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 25, 2021 (the “2020 Annual Report”), as set forth in your letter dated September 21, 2021 addressed to the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are defined in the 2020 Annual Report.

1.There have been significant developments in federal and state legislation and regulation and international accords regarding climate change. We note that you have not discussed the impact of pending or existing climate change-related legislation, regulations, and international accords in your SEC filing. Please revise your disclosure to identify material existing climate change-related legislation, regulations, and international accords and any material effect on your business, financial condition, and results of operations.

1

RESPONSE:  The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is focused on its environmental stewardship. As a company working to find a cure for cancer and other life-threatening diseases, we are diligent in our efforts to comply with all environmental laws and regulations. However, we are not aware of any existing or pending climate change-related legislation, regulations, and international accords that would have a material effect on the Company’s financial condition or results of operations for the reporting periods. Similarly, we are not aware of any specific risks that would materially impact the Company as a result of climate change legislation, regulation or international accords. For example, the Company’s operations are not particularly sensitive to greenhouse gas legislation or regulation (such as those applicable to the energy sector) or those promulgated to regulate products that emit greenhouse gases (such as those applicable to the transportation sector) or subject to the “cap and trade” system. However, we will continue to monitor for future climate change legislation, regulations, and international accords and will disclose relevant information, if material.

2.In your CSR reports, you describe climate-related projects, intended to reduce emissions, conserve resources, and minimize your impact on the environment. Your proxy statement also references investments in environmental sustainability. Please revise your disclosure to identify any material past and/or future capital expenditures for climate-related projects. If material, please quantify these expenditures.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the historical capital expenditures incurred related to the development and launch of the initiatives discussed on page 33 of the Company’s 2020 ESG Report and summarized below have not been material in the context of the Company’s total capital expenditures or its overall business and financial position.

In 2019, at our Suzhou plant we introduced:

•A centrifugal variable frequency chiller that automatically adjusts load to meet operational requirements, resulting in a roughly 10% energy savings;

•An upgraded condensate water cooling control system, saving around 3,500 tonnes of water per year; and

•The reuse of purified run-off drainage as cooling water in lieu of municipal water for the cooling condensate system, saving about 17,000 tonnes of water per year.

Our capital expenditures for climate-related projects were approximately $[****] for the fiscal year ended December 31, 2019, which the Company does not consider material.

In 2020, we upgraded to a more efficient steam trap, saving about 800 tonnes of steam per year and re-classified wasted print packing material to non-hazardous waste. In the Guangzhou plant, we cut the production time of a batch of biologics from seven to four days while doubling yields from each batch. In addition to increasing production capacity, these changes are estimated to have reduced water use and waste generation by more than 50% annually. Our capital expenditures for climate-related projects were approximately $[****] for the fiscal year ended December 31, 2020, which the Company does not consider material.

2

We are also building a high-density warehouse with two-and-a half times the storage capacity of our previous warehouse, reducing electricity costs for temperature control by about 55%. We estimate that our capital expenditures for climate-related projects will be approximately $[****] and $[****] and not be material for fiscal years 2021 and 2022, respectively.

3.We note your disclosure in your CSR reports that among your main impacts on the environment and natural resources are emissions generated and the use of natural resources in the process of research and development as well as manufacturing. To the extent applicable and material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

a.decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

b.increased demand for goods that result in lower emissions than competing products;

c.increased competition to develop innovative new products that

result in lower emissions; and

d.any anticipated climate-related reputational risks resulting from operations or   products that you sell.

RESPONSE: The Company operates research and development and manufacturing facilities in China in Beijing, Shanghai, Suzhou and Guangzhou. In this regard, we considered whether our impacts on the environment and natural resources, such as the emissions generated and the use of natural resources in the process of research and development as well as manufacturing, may create new opportunities or risks that may have indirect consequences for the Company, including, among other things, increasing competition, changes in demand for services related to carbon based energy sources and reputational damage relating to greenhouse gas emissions.  Based on the nature of our operations, we have not identified potential direct or indirect consequences of climate change that have had or would have a material effect on our financial condition or results of operations. However, we will continue to monitor for future indirect consequences and will disclose relevant information, if material.

4.If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include quantification of material weather-related damages to your property or operations and any weather-related impacts on the cost or availability of insurance.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that we have not had material weather-related damages to our property or operations or any material impacts on the cost or availability of insurance. We will continue to monitor for future material weather-related damages to our property and operations and any weather-related impacts on the cost or availability of insurance and will disclose relevant information, if material.

3

5.Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes that may affect your business as a result of climate change.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, to date, transition related to climate change has not materially affected our business, financial condition, and results of operations.  We will continue to monitor for developments related to transition risks and tailored disclosure will be added to the extent climate change transition risks are determined to have a material impact on our business, financial condition, and results of operations.

6.Quantify any material increased compliance costs related to climate change.

RESPONSE:  The Company acknowledges the Staff’s comment and respectfully advises the Staff that, to date, the costs associated with complying with environmental laws have been customary and normal for a company of similar capacity in similar locations, and not material to an understanding of the Company’s business, financial condition, or results of operations.  Our facilities and operations are subject to various environmental laws and regulations. We undergo periodic internal audits relating to environmental, health and safety requirements in order to maintain compliance with applicable laws and regulations in each of the jurisdictions in which we operate. We have made, and continue to make, expenditures necessary to comply with applicable environmental laws. Currently, we do not believe that the costs for complying with such laws and regulations have been or will be material to our business, financial condition and results of operations. However, we will continue to monitor for future regulatory developments and the compliance costs related to climate change and will disclose relevant information, if material.

While we believe that climate change could present risks to our business, including increased operating costs due to additional regulatory requirements, physical risks to our facilities, water limitations, and disruptions to our supply chain, we do not believe these risks are material to our business in the near term.  Specifically, during the year ended December 31, 2019 and December 31, 2020, the Company spent approximately $[****] and $[****], respectively, on environmental, health and safety expenses, which the Company does not consider material. We had no material capital costs related to compliance with climate change during the years ended December 31, 2020 and 2019. To the extent these costs become material to an understanding of the Company in the future, we will include such disclosure in our filings.

***

4

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact the undersigned (scott.samuels@beigene.com or 857-327-8286).

Sincerely,

/s/ Scott A. Samuels______________________

Scott A. Samuels

Senior Vice President, General Counsel

Enclosures

cc:    Julia Wang, Chief Financial Officer, BeiGene, Ltd.

    Edwin O’Connor, Goodwin Procter LLP

    Folake Ayoola, Goodwin Procter LLP

5

CORRESP
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bgneextensionrequest-30s

       September 30, 2021    VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Life Sciences  100 F Street, N.E.   Washington, DC 20549    Attention: Margaret Schwartz   Christopher Edwards          Re: SEC Comment Letter dated September 21, 2021   BeiGene, Ltd.   Form 10-K for the Fiscal Year Ended December 31, 2020   Filed February 25, 2021   File No. 001-37686      Dear Ms. Schwartz and Mr. Edwards,    BeiGene, Ltd. (the “Company”) acknowledges receipt of your comment letter dated September 21, 2021  (the “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2020.  As discussed in telephone messages on September 27, 2021 from Folake Ayoola of Goodwin Procter LLP  to you, the Company respectfully requests an extension to respond to the Comment Letter. The Company  respectfully requests an extension of an additional twenty-one (21) business days until November 3, 2021  to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the  necessary response. The Company is committed to responding to the Comment Letter promptly and intends  to provide a response to the Staff no later than November 3, 2021. Should you have any questions regarding  the request made herein, please do not hesitate to contact Edwin O’Connor of Goodwin Procter LLP at  (212) 813-8853. Thank you very much for your courtesy and cooperation in this matter.     Sincerely,          /s/ Scott A. Samuels     Scott A. Samuels, Esq.  Senior Vice President, General Counsel

United States securities and exchange commission logo
September 21, 2021
Howard Liang
Chief Financial Officer and Chief Strategy Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686
Dear Mr. Liang:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
1.There have been significant developments in federal and state legislation and regulation
and international accords regarding climate change.  We note that you have not discussed
the impact of pending or existing climate change-related legislation, regulations, and
international accords in your SEC filing.  Please revise your disclosure to identify material
existing climate change-related legislation, regulations, and international accords and any
material effect on your business, financial condition, and results of operations.
2.In your CSR reports, you describe climate-related projects, intended to reduce emissions,
conserve resources, and minimize your impact on the environment.  Your proxy statement
also references investments in environmental sustainability.  Please revise your disclosure
to identify any material past and/or future capital expenditures for climate-related
projects.  If material, please quantify these expenditures.

 FirstName LastNameHoward Liang
 Comapany NameBeiGene, Ltd.
 September 21, 2021 Page 2
 FirstName LastName
Howard Liang
BeiGene, Ltd.
September 21, 2021
Page 2
3.We note your disclosure in your CSR reports that among your main impacts on the
environment and natural resources are emissions generated and the use of natural
resources in the process of research and development as well as manufacturing.  To the
extent applicable and material, discuss the indirect consequences of climate-related
regulation or business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions; and
•any anticipated climate-related reputational risks resulting from operations or
products that you sell.
4.If material, discuss the significant physical effects of climate change on your operations
and results.  This disclosure may include quantification of material weather-related
damages to your property or operations and any weather-related impacts on the cost or
availability of insurance.
5.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes that may affect your
business as a result of climate change.
6.Quantify any material increased compliance costs related to climate change.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Margaret Schwartz at 202-551-7153 or Christopher Edwards at 202-
551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin O'Connor

United States securities and exchange commission logo
April 19, 2021
Howard Liang
Chief Financial Officer and Chief Strategy Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686
Dear Mr. Liang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Document

CONFIDENTIAL TREATMENT REQUESTED BY BEIGENE, LTD.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED ELECTRONIC SUBMISSION FOR EASE OF IDENTIFICATION.

April 13, 2021

By EDGAR Submission and Secure File Transfer Process

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F. Street, N.E.

Washington, D.C.  20549

Attention: Ms. Mary Mast and Mr. Dan Gordon

Re:    BeiGene, Ltd.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 25, 2021

File No. 001-37686

Dear Ms. Mast and Mr. Gordon:

BeiGene, Ltd. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed on February 25, 2021 (the “2020 Annual Report”), as set forth in your letter dated March 23, 2021 addressed to Dr. Howard Liang, Chief Financial Officer and Chief Strategy Officer of the Company (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. Capitalized terms used but not defined herein are used herein as defined in the 2020 Annual Report.

Form 10-K for the Fiscal Year Ended December 31, 2020

Item 7. Management's Discussion and Analysis

Results of Operations

Cost of Sales, page 121

1

1.You state on page 117 that costs to manufacture inventory in preparation for commercial launch of a product incurred prior to regulatory approval are expensed to research and development expense as incurred. You also state that cost of sales for newly launched products will not be recorded until the initial pre-launch inventory is depleted and additional inventory is manufactured. We note that your product revenue increased 39% in 2020 compared to 2019 which appears to relate to newly launched products offset by the decline in ABRAXANE sales. However, you disclose on page 121 that cost of sales decreased to $70.7 million in 2020 from $71.2 million in 2019. Please consider enhancing your disclosure of the reasons for the decrease in cost of sales despite the increase in product revenues. As it appears your cost of product revenues was only 23% of net product revenues in 2020 compared to 32% of net product revenue in 2019, please tell us the following:

•the amount of estimated revenues represented by inventory on hand at December 31, 2020 for which manufacturing costs were expensed in prior periods as research and development expenses (i.e. "zero cost inventories"),

•when you expect to finish selling the zero cost inventories,

•the extent to which inventory capitalized may be required to be classified as noncurrent,

•the shelf life of inventory that should be classified as non-current, and

•what you estimate your gross margin percentage will be after the zero cost inventories are sold.

We respectfully acknowledge the Staff’s comments and provide the information set forth below in response. For your convenience, each bullet of the Staff’s comment is reproduced in bold, italicized type below, followed by the Company’s responses thereto.

•We note that your product revenue increased 39% in 2020 compared to 2019 which appears to relate to newly launched products offset by the decline in ABRAXANE sales. However, you disclose on page 121 that cost of sales decreased to $70.7 million in 2020 from $71.2 million in 2019. Please consider enhancing your disclosure of the reasons for the decrease in cost of sales despite the increase in product revenues.

RESPONSE: The Company began generating product revenue in September 2017 through its in-license agreement with Celgene Logistics Sàrl, now a wholly-owned subsidiary of Bristol Myers Squibb (BMS), to distribute the approved cancer therapies REVLIMID®, VIDAZA®, and ABRAXANE® in China. Following approval from the FDA in November 2019, the Company launched its first internally developed medicine, BRUKINSA®, in the United States. The Company launched its second internally developed medicine, tislelizumab, in China in March 2020, and launched BRUKINSA® in China in June 2020. In July 2020, the Company began selling XGEVA® in China under its in-license agreement with Amgen.

The in-licensed medicines from BMS were the sole source of product revenue for the year ended December 31, 2018 and were the primary source of product revenue for the year ended

2

December 31, 2019, with BRUKINSA® sales in the United States representing only 0.5% of total product sales. The following table summarizes the Company’s product revenue, cost of sales, and gross margin on product revenue for the years ended December 31, 2018, 2019 and 2020:

  Year Ended December 31,

  2020  2019  2018

  (dollars in thousands)

BMS in-licensed products  $ 95,117    $ 221,557    $ 130,885

Internally developed products  205,060    1,039    —

Amgen in-licensed products  8,496    —    —

Other  201    —    —

Total Product Revenue  $ 308,874    $ 222,596    $ 130,885

Cost of sales - product  70,657    71,190    28,705

Gross Margin on Product Revenue  77  %  68  %  78  %

Product revenues from BMS in-licensed medicines decreased 57% in the year ended December 31, 2020, primarily due to the suspension of the importation, sales and use of ABRAXANE® supplied to the Company by BMS in China in March 2020, as well as increased competition from generic products for REVLIMID® and the loss of volume-based procurement (“VBP”) bidding for VIDAZA®. However, product revenues from the Company’s higher-margin internally developed medicines increased significantly in the year ended December 31, 2020, with the China launches of tislelizumab and BRUKINSA®, and the continued launch of BRUKINSA® in the United States. Previously expensed zero or low cost inventories had an immaterial impact on the gross margin percentage, resulting in a benefit to cost of sales of only $0.3 million in 2020, in comparison to total cost of sales of $70.7 million.

On page 121 of the 2020 Annual Report, the Company disclosed the reason for the decrease in cost of sales despite increased product sales as being “…primarily due to a change in sales mix from lower margin in-licensed products to higher margin internally-developed products.” The Company believes that this disclosure, along with its disclosures on the variables impacting its products, address the material drivers of product sales and gross margin percentage. In future filings, the Company will disclose the impact of zero or low cost inventories on its reported cost of sales and gross margin percentage, to the extent material.

•the amount of estimated revenues represented by inventory on hand at December 31, 2020 for which manufacturing costs were expensed in prior periods as research and development expenses (i.e. "zero cost inventories").

RESPONSE: The Company had “zero cost inventories” and “low cost inventories” that were included in inventory on hand at December 31, 2020 related to certain BRUKINSA® batches that were in varying stages of completion at the time of regulatory approval. The Company expensed $2.0 million in prior periods as research and development expense related to zero and low cost inventories on hand at December 31, 2020. Assuming the current selling price and gross-to-net

3

revenue reserve remains constant, the Company’s estimated net revenues represented by zero and low cost inventory on hand at December 31, 2020 is [****], which is expected to be fully utilized during the year ending December 31, 2021. The Company has based this forward-looking statement of its utilization of zero and low cost inventory during the year ending December 31, 2021 on its current expectations of product launch timing and sales, both of which are difficult to predict and may change during the course of the year.

•when you expect to finish selling the zero cost inventories.

RESPONSE:  Based on the current projections, the Company expects to finish selling the zero or low cost inventory discussed above during the year ending December 31, 2021.

•the extent to which inventory capitalized may be required to be classified as noncurrent.

RESPONSE:  The Company evaluated its overall inventory balance, including raw materials, work in process and finished goods as of December 31, 2020, and identified approximately $8.1 million of finished goods inventory that is not expected to be consumed in the next 12 months. This finished goods inventory does not pertain to the zero or low cost inventory discussed above. The Company believes this amount is not material to the financial statements, as it represents approximately 0.2% of total current assets and $0.1% of total assets as of December 31, 2020. In future reporting periods and related filings, the Company will evaluate its overall inventory balance and, to the extent applicable and material, will classify a portion as noncurrent.

•the shelf life of inventory that should be classified as non-current.

RESPONSE:  The non-current inventory from finished goods relates to products with a remaining shelf life ranging from 40 to 44 months as of December 31, 2020.

•what you estimate your gross margin percentage will be after the zero cost inventories are sold.

RESPONSE:  In 2021, the Company plans to continue the ongoing launches of its internally developed medicines and expects to launch additional medicines, potentially from its internal portfolio as well as from in-licensed commercial stage assets. Furthermore, as previously announced, three of the Company’s medicines marketed in China were included the National Reimbursement Drug List, resulting in price reductions effective March 1, 2021. The Company’s commercial portfolio consists of internally developed as well as in-licensed medicines that have a wide range of gross margins; therefore the product mix, product launch timing, pricing, and the sales of each individual medicine will have a significant impact on the overall gross margin. The consumption of zero cost and low cost inventories on hand is expected to have a small impact on gross margin. As noted above, the benefit in 2020 to gross margin as a result of zero or low cost

4

inventories being expensed prior to sale was only $0.3 million, which would not have changed the Company’s reported gross margin percentage of 77% in 2020. Similarly, for 2021, the Company does not believe that the estimated benefit of $2.0 million to gross margin related to zero or low cost inventories being expensed in prior periods will result in a material change to its estimated gross margin percentage, which is expected to be [****]. The Company has based this forward-looking statement of its estimated gross margin percentage for 2021 on its current expectations of product mix, pricing, product launch timing, and estimated costs of production, all of which are difficult to predict and may change during the course of the year.

***

5

Due to the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

If you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact the undersigned (Howard.Liang@beigene.com or 781-801-1888), or Scott A. Samuels, Senior Vice President, General Counsel of the Company (Scott. Samuels@beigene.com or 857-327-8286).

Sincerely,

/s/ Howard Liang___________________________

Howard Liang

Chief Financial Officer and Chief Strategy Officer

Enclosures

cc:    Scott A. Samuels, Senior Vice President, General Counsel, BeiGene, Ltd.

    Edwin O’Connor, Goodwin Procter LLP

6

United States securities and exchange commission logo
March 23, 2021
Howard Liang
Chief Financial Officer and Chief Strategy Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands
Re:BeiGene, Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-37686
Dear Mr. Liang:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis
Results of Operations
Cost of Sales, page 121
1.You state on page 117 that costs to manufacture inventory in preparation for commercial
launch of a product incurred prior to regulatory approval are expensed to research and
development expense as incurred.  You also state that cost of sales for newly launched
products will not be recorded until the initial pre-launch inventory is depleted and
additional inventory is manufactured.  We note that your product revenue increased 39%
in 2020 compared to 2019 which appears to relate to newly launched products offset by
the decline in ABRAXANE sales.  However, you disclose on page 121 that cost of sales
decreased to $70.7 million in 2020 from $71.2 million in 2019.  Please consider enhancing
your disclosure of the reasons for the decrease in cost of sales despite the increase in
product revenues.  As it appears your cost of product revenues was only 23% of net

 FirstName LastNameHoward Liang
 Comapany NameBeiGene, Ltd.
 March 23, 2021 Page 2
 FirstName LastName
Howard Liang
BeiGene, Ltd.
March 23, 2021
Page 2
product revenues in 2020 compared to 32% of net product revenue in 2019, please tell us
the following:
•the amount of estimated revenues represented by inventory on hand at December 31,
2020 for which manufacturing costs were expensed in prior periods as research and
development expenses (i.e. "zero cost inventories"),
•when you expect to finish selling the zero cost inventories,
•the extent to which inventory capitalized may be required to be classified as non-
current,
•the shelf life of inventory that should be classified as non-current, and
•what you estimate your gross margin percentage will be after the zero cost
inventories are sold.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mary Mast at 202-551-3613 or Dan Gordon at 202-551-3486 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

Mail Stop 4546
August 16 , 2017

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
Cayman Islands

Re: BeiGene, Ltd.
Form 10 -K
Filed March 22, 2017
File No. 001-37686

Dear Mr. Oyler :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare & Insurance

CORRESP
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Goodwin Procter LLP

100 Northern Avenue
   Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

August 1, 2017

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention: Suzanne Hayes

Re:                             BeiGene, Ltd.
 Form 10-K
 Filed March 22, 2017
 File No. 001-37686

Dear Ms. Hayes:

This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K filed March 22, 2017 (the “2016 Annual Report”), as set forth in your letter dated July 12, 2017 addressed to Mr. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment.  For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.

Our Clinical-Stage Drug Candidates, page 7

1.              The tables included on pages 7 and 8 do not clearly depict the development status of your product candidates. For example:

·                  To depict the stage of development, you have used the terms “Dose Escalation,” “Dose Expansion,” “Registration Trials,” “CTA Approval” and “Dose Confirmation/Expansion.” These terms are not defined and it is not clear how these terms correlate with the phases of clinical development described later in your document.

·                  It is not clear from your tables how many phases of clinical development remain. Your table should depict all trials completed and all trials you must conduct prior to approval.

·                  The first table on page 8 depicts the trials in China. It is unclear where the trials depicted in the other tables occurred.

·                  With respect to the columns labeled “Potential Differentiation,” it is not clear what you are differentiating.

In future filings, please revise your tables to address these issues.

RESPONSE:  In response to the Staff’s comment, the Company proposes to revise the tables on pages 7 and 8 of the 2016 Annual Report in future filings as set forth on Exhibit A attached hereto. The Company intends to reflect these changes in its Annual Report for the fiscal year ending December 31, 2017, and in all future filings by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), where such disclosure is applicable.

2.              We note your disclosure on page 34 that initial analysis of data from your Phase 1 trials suggests that BGB-283 is well-tolerated with a favorable safety profile. In future filings, please remove references to “favorable” safety profiles. Your characterization that your drug candidate’s safety profile is “favorable” is a conclusion that is within the authority of the applicable regulatory authority.

RESPONSE:  The Company respectfully acknowledges the Staff’s comment and will revise its disclosures to remove the word “favorable” in all future filings by the Company under the Exchange Act, where such disclosure is applicable.

PRC Regulation, page 61

3.              We note your disclosures on page 63 that you “may” file an application for special examination and approval at the Clinical Trial Application stage, that registration applications for your four lead product candidates are filed under Category 1 and that the CFDA has approved your Clinical Trial Applications for your four lead product candidates. In future filings, please clarify the status of your registration applications, including whether you have secured special examination and approval under applicable regulations for any of your product candidates.

RESPONSE:  The Company respectfully acknowledges the Staff’s comment and submits to the Staff that all four lead product candidates (i.e., BGB-3111, BGB-A317, BGB-290 and BGB-283) have obtained approval for special examination and approval from the Center for Drug Evaluation of the China Food and Drug Administration, which enables the Company to pursue a more expedited path to approval in China.  The Company will revise its disclosures in all future filings by the Company under the Exchange Act, where such disclosure is applicable.

***

2

If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8853.

Sincerely,

/s/   Edwin O’Connor

Edwin   O’Connor

Enclosures

cc:                                John V. Oyler, Chief Executive Officer and Chairman, BeiGene, Ltd.

Howard Liang, Chief Financial Officer and Chief Strategy Officer, BeiGene, Ltd.

Scott A. Samuels, Senior Vice President, General Counsel, BeiGene, Ltd.

Mitchell S. Bloom, Goodwin Procter LLP

Qing Nian, Goodwin Procter LLP

3

Exhibit A

Proposed Revised Disclosure

The following table summarizes the status of our clinical pipeline globally and in China:

*Some indications will not require a non-registrational Phase 2 clinical trial prior to beginning registrational Phase 2 or 3 clinical trials.

**Phase 3 confirmatory clinical trials are required for accelerated approvals based on Phase 2 registrational clinical trials.

(1) Entered into a collaboration with Celgene, that has not yet closed, to grant Celgene the rights to develop and commercialize in solid tumors in the United States, European Union, Japan and the rest-of-world outside of Asia.

(2) Limited collaboration with Merck KGaA.

The following table summarizes the status of our combination therapy pipeline:

*Some indications will not require a non-registrational Phase 2 clinical trial prior to beginning registrational Phase 2 or 3 trials.

**Phase 3 confirmatory clinical trials are required for accelerated approvals based on Phase 2 registrational clinical trials.

Mail Stop 4546
July 1 2, 2017
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
Cayman Islands

Re: BeiGene, Ltd.
 Form 10-K
Filed March 22, 2017
File No. 001 -37686

Dear Mr. Oyler :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments app ly to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Our Clinical -Stage Drug Candidates, page 7
1. The tables included on pages 7 and 8 do not clearly d epict the development status of
your product candidates.  For example:

 To depict the stage of development, you have used the terms “Dose Escalation,”
“Dose Expansion,” “Registration Trials,” “CTA Approval” and “Dose
Confirmation/E xpansion.”  These terms a re not  defined and it is not clear how these
terms correlate with the phases of clinical development described later in your
document.
 It is not clear from your tables  how many phases of clinical development remain.
Your table should depict all trials com pleted and all trials you must conduct prior to
approval.
 The first table on page 8 depicts the trials in China.  It is unclear where the trials
depicted in the other tables occurred.

John V. Oyler
BeiGene, Ltd.
July 1 2, 2017
Page 2

  With respect to the columns labeled “Potential Differentiation,” it is n ot clear what
you are differentiating.

In future filings, please revise your tables to address these issues.

2. We note your disclosure on page 34 that initial analysis of data from your Phase 1 trials
suggests that BGB -283 is well -tolerated with a favorabl e safety profile. In future filings,
please remove references to “favorable” safety profiles. Your characterization that your
drug candidate’s safety profile is “favorable” is a conclusion that is within the authority
of the applicable regulatory authority .

PRC Regulation, page 61

3. We note your disclosures on page 63 that you “may” file an application for special
examination and approval at the Clinical Trial Application stage, that registration
applications for your four lead product candidates are filed under Category 1 and that the
CFDA has approved your Clinical Trial Applications for your four lead product
candidates. In future filings, please clarify the status of your registration applications,
including whether you have secured special examina tion and approval under applicable
regulations for any of your product candidates.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Christine Westbrook  at (202) 551 -5019  or me at (202) 551 -3675  with any
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

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Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Cowen and Company, LLC

599 Lexington Avenue, 27th Floor

New York, NY 10022

November 17, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Dorrie Yale

Re:

BeiGene, Ltd.

Registration Statement on   Form S-1 (File No. 333- 214540)

Request for Acceleration   of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of BeiGene, Ltd. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Eastern Time, on November 17, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly   yours,

MORGAN   STANLEY & CO. LLC

GOLDMAN,   SACHS & CO.

COWEN AND COMPANY, LLC

Acting severally on   behalf of themselves and the several Underwriters

MORGAN   STANLEY & CO. LLC

By:

/s/ Kathy Bergsteinsson

Name: Kathy Bergsteinsson

Title: Managing   Director

GOLDMAN,   SACHS & CO.

By:

/s/ Matt Leavitt

Name: Matt Leavitt

Title: Managing   Director

COWEN AND COMPANY,   LLC

By:

/s/   Jason Fenton

Name: Jason Fenton

Title: Managing   Director

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VIA EDGAR

November 17, 2016

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Dorrie Yale

Re:                             BeiGene, Ltd.

Acceleration Request for Registration Statement on Form S-1, as amended

File No. 333-214540

Dear Ms. Yale:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), BeiGene, Ltd. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 17, 2016, at 4:30  p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853.  We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention:  Edwin O’Connor at (212) 813-8853, by facsimile to (212) 937-3476.

In connection with the foregoing, the Company hereby acknowledges the following:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at (212) 813-8853.

Sincerely,

BEIGENE, LTD.

/s/ John V. Oyler

John V. Oyler

Chief Executive Officer   and Chairman

cc:  Edwin O’Connor, Goodwin Procter LLP

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Edwin O’Connor

212-813-8853
   EOConnor@goodwinprocter.com

Goodwin Procter LLP
   Counselors at Law

Exchange Place
   Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

February 2, 2016

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  Scot Foley

Re:                             BeiGene, Ltd.

Amendment No. 3 to

Registration Statement on Form S-1

Filed January 19, 2016

File No. 333-207459

Dear Mr. Foley:

This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on January 19, 2016 (the “Amendment No. 3”), as set forth in your letter dated February 1, 2016 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”).  The Company is concurrently filing an Amendment No. 5 to the Registration Statement on Form S-1 (the “Amendment No. 5”), which includes changes to reflect responses to the Staff’s comments, as well as a Free Writing Prospectus (the “FWP”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment.  For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.  Unless otherwise indicated, page references in the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amendment No. 5.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.  In addition to submitting this letter via EDGAR, we are sending a copy of each of this

letter, the Amendment No. 5 marked to show changes from the Amendment No. 3, the Amendment No. 5 marked to show changes from the Amendment No. 4 and the FWP.

Description of Share Capital

Claims Against the Company, page 239

1.              Please include a new risk factor that addresses how the fee-shifting provision you intend to include in your amended articles of association may discourage shareholder lawsuits that could benefit you and your shareholders.  To the extent you intend to apply this provision to claims under the federal securities laws, including claims involving the current offering, please disclose as such in your risk factor.  In addition, it appears that the board of directors may waive this provision.  Please expand your disclosure on page 239 to clarify the circumstances under which the board may determine not to enforce this provision.

RESPONSE:   In response to the Staff’s comment, the Company has revised the disclosures on pages 86 and 239.

***

2

If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8853.

Sincerely,

/s/ Edwin O’Connor

Edwin O’Connor

Enclosures

cc:                           John V. Oyler, Chief Executive Officer and Chairman, BeiGene, Ltd.

Howard Liang, Chief Financial Officer and Chief Strategy Officer, BeiGene, Ltd.

Mitchell S. Bloom, Goodwin Procter LLP

Michael J. Kendall, Goodwin Procter LLP

Qing Nian,  Goodwin Procter LLP

Bruce K. Dallas, Davis Polk & Wardwell LLP

3

Mail Stop 4720

February 1, 2016

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.
Amendment No. 3 to
Registration Statement on Form S -1
Filed January 19, 2016
  File No. 333 -207459

Dear Mr. Oyler:

We have reviewed your amended registration statement  and have the following comment.
Please respond to this letter by amending your registration statement as requested . If you do not
believe this comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in a response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Description of Share Capita l

Claims Against the Company, page 239

1. Please include a new risk factor that addresses how the fee -shifting provision you intend
to include in your amended articles of association may discourage shareholder lawsuits
that could benefit you and your shareholders.  To the extent you intend to apply  this
provision to claims under the federal securities laws, including claims involving the
current offering, please disclose as such in your risk factor.  In addition, it appears that
the board of directors may waive this provision.  Please expand your di sclosure on page
239 to clarify the circumstances under which the board may determine not to enforce this
provision.

John V. Oyler
BeiGene, Ltd.
February 1, 2016
Page 2

You may contact Rolf Sundwell at (202) 551 -3105 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financia l statements and related matters.  Please
contact Scot 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
Office of Healthcare and I nsurance

cc: Mitchell S. Bloom
Michael J. Kendall
Edwin M. O'Connor
Goodwin Procter  LLP

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    Unassociated Document

[CITIBANK LETTERHEAD]

February 1, 2016

Via EDGAR and Telecopier

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:

Paul Dudek, Esq

Division of International Corporate Finance

Fax:  (202) 772-9207

Re:

BeiGene, Ltd.

Registration Statement on Form F-6 (Registration No.:  333-209044)

Dear Mr. Dudek:

Citibank N.A., as depositary (the “Depositary”) and acting solely on behalf of the legal entity created by the Form of Deposit Agreement, by and among the Depositary, BeiGene, Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder representing ordinary shares, par value of US$0.0001 per share, of the Company, hereby requests that the effectiveness of Registration Statement on Form F-6 (Registration No.:  333- 209044) be accelerated to coincide with the accelerated effectiveness of the Company’s Registration Statement on Form S-1 (File No.: 333-207459).

Please call me at (212) 816-7937 if you have any questions.

Very truly yours,

CITIBANK, N.A.

By:

/s/ Leslie Deluca

Name:

Leslie Deluca

Title:
Vice President

cc:           Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler LLP)

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Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Cowen and Company, LLC

599 Lexington Avenue, 27th Floor

New York, NY 10022

January 29, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Scot Foley

Re:                             BeiGene, Ltd.

Registration Statement on Form S-1 (File No. 333-207459)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of BeiGene, Ltd. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at  4:00 PM, Eastern Time, on February 2, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated January 19, 2016:

(i)                                     Dates of distribution: January 19, 2016 through the date hereof

(ii)                                  Number of prospective underwriters to which the preliminary prospectus was furnished: 4

(iii)                               Number of prospectuses furnished to investors: approximately 4162

(iv)                              Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 10

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

GOLDMAN,   SACHS & CO.

MORGAN   STANLEY & CO. LLC

COWEN AND COMPANY,   LLC

Acting severally   on behalf of themselves and the several Underwriters

GOLDMAN,   SACHS & CO.

By:

/s/   Matt Leavitt

Name:

Matt   Leavitt

Title:

Managing   Director

MORGAN   STANLEY & CO. LLC

By:

/s/   David Lederman

Name:

David   Lederman

Title:

Vice   President

COWEN AND COMPANY,   LLC

By:

/s/   Grant Miller

Name:

Grant   Miller

Title:

Managing   Director, Head of Equity Capital Markets

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VIA EDGAR

January 29, 2016

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Scot Foley

Re:                             BeiGene, Ltd.

Acceleration Request for Registration Statement on Form S-1, as amended
 File No. 333-207459

Dear Mr. Foley:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), BeiGene, Ltd. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 2, 2016, at 4:00  p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853.  We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention:  Edwin O’Connor at (212) 813-8853, by facsimile to (212) 937-3476.

In connection with the foregoing, the Company hereby acknowledges the following:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at (212) 813-8853.

Sincerely,

BEIGENE, LTD.

/s/ John V. Oyler

John V. Oyler

Chief Executive Officer   and Chairman

cc:  Edwin O’Connor, Goodwin Procter LLP

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Goodwin Procter LLP

Counselors at Law

Exchange Place

Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

January 8, 2016

FOIA Confidential Treatment Request

The entity requesting confidential treatment is:

BeiGene, Ltd.

c/o Mourant Ozannes Corporate Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY 1-1108

Cayman Islands

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:  Suzanne Hayes

RE:                          BeiGene, Ltd.
 Registration Statement on Form S-1 (the “Registration Statement”)
 File No. 333-207459
  CIK No. 0001651308

Dear Ms. Hayes:

Securities and Exchange   Commission

Confidential   Treatment Requested

January 8, 2016

by   BeiGene, Ltd.

Page 2

BGNE-0002

This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) to supplementally provide the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with additional information with respect to the above-referenced Registration Statement that was originally filed with the Commission on October 16, 2015, as requested in the Staff’s letter dated September 24, 2015 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “First Comment Letter”).  In this letter, we are responding only to comment number 12 of the First Comment Letter.

To assist the Staff of the Commission in the review of the Registration Statement, the Company advises the Staff that the underwriters of the initial public offering have communicated to the Company that they currently expect the proposed price range for the American Depositary Shares (“ADSs”), each representing [***] ordinary shares, par value $0.0001 per share, to be between $[***] to $[***] per ADS, which equates to $[***] to $[***] per ordinary share. The anticipated price range for this offering is based on a number of factors, including the prevailing market conditions and estimates of the Company’s business potential, the general condition of the securities market, the recent market prices of, and the demand for, publicly traded equity securities of generally comparable companies and preliminary discussions with the underwriters for this offering regarding potential valuations of the Company. The actual bona fide price range to be included in a subsequent amendment to the Registration Statement has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the actual bona fide price range will be within this estimated price range, but could be lower or higher than this estimated price range.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with this offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be included in such amendment will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

Estimated Initial Public Offering Price

The estimated price range for this offering was determined with reference to several quantitative and qualitative factors. On January 7, 2016, the Company and the underwriters determined the estimated price range for this offering to be $[***] to $[***] per ADS, each representing [***] ordinary shares.  The estimated price range for this offering adjusted to reflect the ADS-to-ordinary share ratio is $[***] to $[***] per ordinary share.  In comparison, the Company’s Board of Directors (the “Board of Directors”) estimated the fair values of the Company’s ordinary shares to be $[***] per share as of June 30, 2015 and $[***] per share as of September 30, 2015, based in part upon third-party valuations of the Company’s ordinary shares.

In August 2015, the Company engaged a third-party valuation firm to assist it in determining the fair value of its ordinary shares as of June 30, 2015. This valuation was considered by the Board of Directors in its determination of the fair value of its ordinary shares for share options granted on July 1, 2015 and July 19, 2015. The valuation analysis was prepared using the option pricing method

Securities and Exchange   Commission

Confidential   Treatment Requested

January 8, 2016

by BeiGene, Ltd.

Page 3

BGNE-0003

(“OPM”) to allocate the invested capital’s value to the preferred shares and the ordinary shares. In determining the value of the invested capital, the discounted cash flow analysis was used based on the Company’s projected cash flows using management’s best estimate as of the valuation date and the discount rate of [***]%. The determination of the Company’s invested capital’s value requires complex and subjective judgments regarding the Company’s projected financial and operating results, the Company’s unique business risks, and the Company’s operating history and prospects at the time of valuation. For the OPM, the Company (1) estimated the time to liquidity as [***] years; (2) assumed volatility of [***]%, based on historical trading volatility for its publicly traded peer companies; and (3) used a risk-free rate of return of [***]%, based on a pro-rated U.S. Treasury yield curve. The comparable companies were selected based on a number of factors, including the similarity of their industry, business model, financial risk and stage of development to the Company.  As of June 30, 2015, the OPM indicated a fair value per series A preferred share of $[***], a fair value per series A-2 preferred share of $[***], and a fair value per ordinary share of $[***]. The Company then applied a discount for lack of marketability of [***]% to ordinary shares to derive a fair value per ordinary share of $[***].

In October 2015, the Company obtained a third-party valuation of its ordinary shares as of September 30, 2015 for financial reporting purposes. In determining the value of the invested capital, the discounted cash flow analysis was used based on the Company’s projected cash flows using management’s best estimate as of the valuation date and the discount rate of [***]%.  In allocating the invested capital’s value to the preferred shares and the ordinary shares, applied to address future uncertain liquidity events, a near-term initial public offering (“IPO”) scenario was explicitly applied via allocating the invested capital’s value to preferred shares and ordinary shares on a pari passu and as-if converted basis. The IPO scenario was considered due to the following circumstances and events occurring during the third quarter of 2015:

a)             The Company’s preparation for IPO formally commenced.

b)             Management and the Board of Directors formed a more reliable estimate regarding the timing and possibility for successfully achieving a near-term IPO.

c)              The uncertainty underlying the pricing for a near-term IPO decreased, as a result of the significant dependence on the Company’s invested capital value as of September 30, 2015, which was derived from the discounted cash flow analysis and was close to the amount implied by the qualified IPO valuation threshold specified in the preferred shares financing documents.

For the OPM scenario and IPO scenario, management and the Board of Directors determined that the probability of either scenario was [***]%. For the OPM, the Company (1) estimated the time to liquidity as [***] years; (2) assumed volatility of [***]%, based on historical trading volatility for its publicly traded peer companies; and (3) used a risk-free rate of return of [***]%, based on a pro-rated U.S. Treasury yield curve. As of September 30, 2015, the probability weighted OPM scenario and IPO scenario indicated value per series A preferred share of $[***], value per series A-2 preferred share of $[***], and value per ordinary share of $[***]. The Company then applied a discount for lack of marketability of [***]% to ordinary shares to derive a fair value per ordinary share of $[***].

Securities and Exchange   Commission

Confidential   Treatment Requested

January 8, 2016

by   BeiGene, Ltd.

Page 4

BGNE-0004

The Company believes that the increase in the fair value of ordinary shares from $[***] per share as of June 30, 2015 to $[***] per share as of September 30, 2015 was primarily the result of the progresses in both clinical trials with rapidly expanding patient enrollment and the preparations for IPO. Also, the emerging clinical data provided early proof of principle for each of the Company’s clinical candidates during the third quarter of 2015.

The Company notes that, as is typical in initial public offerings, the price range for this offering was not derived using a formal determination of fair value, but was determined based upon discussions between the Company and the underwriters. Among the factors considered in setting the price range for this offering were the following:

·                  an analysis of the typical valuation ranges seen in recent IPOs for companies in the same industry as the Company;

·                  the general condition of the securities market and the recent market prices of, and the demand for, publicly traded equity securities of generally comparable companies to the Company;

·                  an assumption that there would be a receptive public trading market for biopharmaceutical companies such as the Company; and

·                  an assumption that there would be sufficient demand for the Company’s ADSs to support an offering of the size contemplated by the prospectus included in the Registration Statement.

In addition, the Company believes that the difference in value reflected between the midpoint of the estimated price range for this offering and the Board of Directors’ determination of the fair value of the Company’s ordinary shares on September 30, 2015 was primarily the result of the following circumstances and events occurring subsequent to September 30, 2015:

·                  Since September 30, 2015 , the Company continues to make excellent progress clinically with rapidly expanding patient enrollment across its four clinical programs. The emerging clinical data provide early proof of principle for each of the Company’s clinical candidates.

·                  For BGB-3111 (BTK inhibitor), the Company analyzed and presented updated clinical data at the American Society of Hematology meeting in December 2015 which was well received. At the conference, the current competitive landscape of the BTK inhibitor space also became more clear and increased the Company’s confidence in the profile of BGB-3111 which it believes is differentiated and potentially best-in-class.

Securities and Exchange   Commission

Confidential   Treatment Requested

January 8, 2016

by   BeiGene, Ltd.

Page 5

BGNE-0005

·                  For BGB-A317 (PD-1 antibody), early safety and efficacy data emerged that suggest anti-tumor activity and favorable safety and tolerability to date.

·                  On December 31, 2015, the U.S. Food and Drug Administration completed its review of the Company’s Investigational New Drug (IND) application for the clinical development of BGB-A317, a humanized monoclonal antibody against the immune checkpoint receptor PD-1.

·                  The Company established and expanded its global clinical and manufacturing capabilities with the appointment of Dr. RuiRong Yuan as Chief Medical Officer and President, Global Clinical Research and Development in November 2015.

·                  On December 17, 2015, AstraZeneca announced the acquisition of a majority stake in Acerta, which has a BTK inhibitor (ACP-196, acalabrutinib) as its primary asset which has a somewhat similar profile as compared to BGB-3111 in improved selectivity and better target inhibition compared to the currently approved BTK inhibitor, ibrutinib. The transaction valued Acerta at approximately $5.7 billion. Market and investor feedback emerging over the course of the last three weeks indicates that this transaction significantly increased investor interest in the Company, set a favorable benchmark for its valuation and significantly improved the outlook of its IPO.

·                  The IPO price necessarily assumes that the IPO has occurred and that a public market for the Company’s ordinary shares has been created, and, therefore, it excludes any discount for lack of marketability of the Company’s ordinary shares, which was taken into account in the Board of Directors’ determination of the fair value of the Company’s ordinary shares.  In the September 30, 2015 third-party valuation, the discount for lack of marketability was [***]%.

·                  The Company’s convertible preferred shares have substantial economic rights and preferences superior to the Company’s ordinary shares. The IPO price assumes the conversion of the Company’s convertible preferred shares to ordinary shares upon the completion of this offering and the corresponding elimination of such superior economic rights and preferences.

·                  Furthermore, the actual IPO price could be lower than the estimated price range and pre-IPO ordinary shares are expected to be subject to a 180-day lock-up.

The Company respectfully requests that the Staff return to us this letter pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review.  We have provided a self-addressed stamped envelope for this purpose.  In addition, the Company requests confidential treatment under 17 C.F.R. § 200.83 (1992) for this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom of Information and Privacy Act Operations.

Securities and Exchange   Commission

Confidential   Treatment Requested

January 8, 2016

by   BeiGene, Ltd.

Page 6

BGNE-0006

***

If you have any questions or comments regarding the foregoing, or if there is any additional information that we might provide to assist the Staff’s review, please contact the undersigned at (212) 813-8853.

Sincerely,

/s/ Edwin O’Connor

Edwin   O’Connor

cc:                                John V. Oyler, Chief Executive Officer and Chairman, BeiGene, Ltd.

Howard Liang, Chief Financial Officer and Chief Strategy Officer, BeiGene, Ltd.

Mitchell S. Bloom, Goodwin Procter LLP

Qing Nian, Goodwin Procter LLP

CORRESP
1
filename1.htm

Edwin O’Connor

Goodwin Procter LLP

212-813-8853

Counselors at Law

EOConnor@goodwinprocter.com

Exchange Place

Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

December 9, 2015

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  Suzanne Hayes

Re:

BeiGene, Ltd.

Registration Statement on Form S-1

Filed October 16, 2015

File No. 333-207459

Dear Ms. Hayes:

This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on October 16, 2015 (the “Registration Statement”), as set forth in your letter dated October 28, 2015 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”).  The Company is concurrently filing an Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment.  For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.  Unless otherwise indicated, page references in the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amendment No. 1.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.  In addition to submitting this letter via EDGAR, we are sending via Federal Express two copies of each of this letter and the Amendment No. 1 (marked to show changes from the Registration

Statement).

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Research and Development Expense, page 107

1.              We acknowledge 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 fact and explain why management does not maintain and evaluate research and development costs by project. Provide other quantitative or qualitative disclosure that indicates the amount of the company´s resources being used on the project.

RESPONSE:   In response to the Staff’s comment, the Company has revised the disclosures on pages 109 and 111–112.

Business

Collaboration 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.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosures on pages 104 and 179 to indicate the approximate range of the royalty payments to be paid to the Company by Merck KGaA under the license agreement.

***

2

If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8853.

Sincerely,

/s/   Edwin O’Connor

Edwin O’Connor

Enclosures

cc:

John   V. Oyler, Chief Executive Officer and Chairman,   BeiGene, Ltd.

Howard   Liang, Chief Financial Officer and Chief Strategy Officer, BeiGene, Ltd.

Mitchell   S. Bloom, Goodwin Procter LLP

Michael   J. Kendall, Goodwin Procter LLP

Qing   Nian, Goodwin Procter LLP

Bruce   K. Dallas, Davis Polk & Wardwell LLP

3

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

CORRESP
1
filename1.htm

Edwin O’Connor

Goodwin Procter LLP

212-813-8853

Counselors at Law

EOConnor@goodwinprocter.com

Exchange Place

Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

October 16, 2015

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  Suzanne Hayes

Re:

BeiGene, Ltd.

Draft Registration Statement on Form S-1

Submitted August 28, 2015

CIK No. 0001651308

Dear Ms. Hayes:

This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential Draft Registration Statement on Form S-1 submitted on August 28, 2015 (the “Draft Registration Statement”), as set forth in your letter dated September 24, 2015 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”).  The Company is concurrently filing a Registration Statement on Form S-1 (the “Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment.  For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.  Unless otherwise indicated, page references in the Staff’s comments refer to the Draft Registration Statement, and page references in the responses refer to the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.  In addition to submitting this letter via EDGAR, we are sending via Federal Express two copies of each of this letter and the Registration Statement (marked to show changes from the Draft

Registration Statement).

Table of Contents

1.              Where you discuss your use of industry publications and third-party research, you state that “we have not independently verified such data and you are cautioned not to give undue weight to this information.” Please revise to also clarify that you are liable for the information that you provide to investors in the registration statement.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page i to delete the statement that “we have not independently verified such data.”

Prospectus Summary

Overview, page 1

2.              Please clarify the meaning of any specific scientific or technical terms the first time they are used in your prospectus in order to ensure that your disclosure is easily understandable by the lay reader. For example only, please clarify that BTK is a kinase, RAF dimer is a gene, PARP refers to a family of proteins and that PD-1 is a cell surface receptor protein that acts as an immune checkpoint.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 1–4 of the Prospectus Summary and in the Business section of the prospectus beginning on page 125 to define the meaning of the specific scientific or technical terms the first time they are used in the prospectus so that the disclosure is easily understandable by the lay reader.

3.              In your description of BGB-283, please explain what the MAPK pathway is and distinguish between RAF inhibitors and BRAF inhibitors. Also, please explain how RAF monomers and dimers differ and the significance of the dimerization process.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 147–148 to explain the MAPK pathway, the distinction between RAF inhibitors and BRAF inhibitors, and how RAF monomers and dimers differ and the significance of the dimerization process.

4.              The tables displaying your pipeline drug candidates should reflect the actual, and not the anticipated, clinical status of these products. Accordingly, please move the arrow for BGB-290 here and in the corresponding table on page 128 to the midpoint of the BGB-290 column, as the dose-escalation phase of your clinical trial is ongoing.

RESPONSE:  In response to the Staff’s comment, the Company has revised the drug candidate

2

pipeline table on pages 2 and 130 to move the arrow for BGB-290 to the midpoint of the dose-escalation phase column.

Company and Other Information, page 6

5.              Please state here that the term “exempted company” refers to one whose operations will be mainly carried out outside of the Cayman Islands.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 6–7 to further explain the “exempted company” status.

Risk Factors

We will need to obtain additional funding . . . , page 15

6.              To provide investors with greater context of the risk identified here, please also state in this risk factor the total net cash flows used by your operating activities in recent periods.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 15–16 to provide the information regarding the total net cash flows used for its operating activities in recent periods.

Risks Related to Clinical Development of Our Drug Candidates

“Our drug candidates may cause undesirable side effects . . . ,” page 27

7.              Please amend this risk factor to include examples of the drug-related adverse events you have identified in the clinical trials of your product candidates, as disclosed in your Business section.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on page 27 to include examples of the drug-related adverse events it has identified in its clinical trials.

Risks Related to Our Industry, Business and Operation

“If product liability lawsuits are brought against us . . . ,” page 62

8.              Please amend this risk factor to indicate the monetary limit of the product liability insurance coverage you have obtained.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on page 63 to indicate the monetary limit of the clinical trial insurance coverage it has obtained.

3

Use of Proceeds, page 86

9.              To the extent practicable, please separate the amount of net offering proceeds you intend to allocate toward research and development expenses from the remainder amount you have designated for working capital and general corporate purposes.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on page 88 to separate the amount of the net offering proceeds it intends to allocate toward research and development expenses from the remainder amount it has designated for working capital and general corporate purposes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Operations Overview

Revenue, page 100

10.       Please disclose separately the aggregate potential receipts under your collaboration agreements with Merck for clinical, regulatory and commercial milestones.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 102–103 to disclose separately the aggregate potential receipts under the Merck KGaA collaboration agreements for clinical, regulatory and commercial milestones.

Results of Operations

Research and Development Expenses, page 105

11.       Please expand your disclosure to include the total costs incurred during each period presented for each project or product candidate separately.

RESPONSE:  The Company acknowledges the Staff’s comment and respectfully advises the Staff that although the Company maintains records related to the development expenses by product candidate, such records are not part of the Company’s formal accounting system.  Therefore, the Company does not believe it is appropriate to disclose such preliminary data in the prospectus.

Critical Accounting Policies and Significant Judgements and Estimates

Fair Value Estimate, page 118

12.       We may have additional comments on your accounting for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price,

4

please provide us an analysis explaining the reasons for the differences between recent valuations of your common stock leading up to the IPO and the estimated offering price.

RESPONSE:  The Company acknowledges the Staff’s comment and confirms that it will provide an analysis explaining the reasons for the differences between recent valuations of it ordinary shares leading up to the IPO and the estimated offering price once the Company has an estimated offering price range.

Business

Overview, page 123

13.       In the first paragraph you state that your drug candidates targeting BTK, RAF dimer and PARP are all currently in the dose-expansion phase of their respective clinical trials. Please amend this disclosure as BGB-290 has not yet progressed to the dose-expansion phase.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 1 and 125 to clarify that BGB-290 has not progressed to the dose-expansion phase.

14.       Please state in this disclosure, if true, that you have made no efforts to date to seek regulatory approval for any of your product candidates in the United States, such as filing an Investigational New Drug Application with the FDA.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 1 and 125 to clarify that it has an active Investigational New Drug Application (“IND”) with the FDA.

China’s Pharmaceutical Market, page 133

15.       Please provide us with support for all quantitative and qualitative business and industry data used in the registration statement. For example, we note the industry data provided on pages 133 and 134 and in the “Market Opportunity” section starting on page 153. Please note that the requested information should be filed as EDGAR correspondence or, alternatively, should be sent in paper form accompanied by a cover letter indicating that the material is being provided pursuant to Securities Act Rule 418 and that such material should be returned to the registrant upon completion of the staff review process. Please also highlight the specific portions that you are relying upon so that we can reference them easily. In addition, please confirm to us that any third party data included in the registration statement was not prepared for or commissioned by the registrant or its affiliates.

RESPONSE:  The Company acknowledges the Staff’s comment and is supplementally providing the Staff with copies of the materials that support all quantitative and qualitative business and

5

industry data used in the Registration Statement.  The Company has marked each source to highlight the applicable portion or section containing the factual assertion, the statistic or the data supporting the quantitative and qualitative business and industry data used in the Registration Statement, as appropriate, and has cross-referenced it to the corresponding location in the Registration Statement.  In addition, the Company confirms to the Staff that no third party data included in the Registration Statement was prepared for or commissioned by the Company or its affiliates.

Principal Shareholders, page 216

16.       For each of the entities listed in your beneficial ownership table, please disclose the natural person or persons who exercise dispositive voting or investment control with respect to the shares.

RESPONSE:  In response to the Staff’s comment, the Company has revised the disclosure on pages 219–220 to disclose the natural person or persons who exercise dispositive voting or investment control with respect to the shares held by each of the entities listed in the beneficial ownership table.

2. Summary of significant accounting policies

Fair Value Measurements, page F-9

17.       Please explain your determination that your investments in debt securities should be considered level 1 in the fair value hierarchy.

RESPONSE:  The Company respectfully advises the Staff that the Company’s investments in debt securities consist of exchange-traded corporate fixed income bonds and U.S. treasury securities. The fair value of these investments in debt securities was determined using quoted prices in active markets for identical assets that the Company could access at the respective measurement dates as disclosed in Note 2 Summary of Significant Accounting Policies, Fair Value Measurements, Fair Value of Financial Instruments and Note 3 Short-term Investments on pages F-9 and F-22, respectively. Based on the above, the Company determined that these investments in debt securities should be considered level 1 in the fair value hierarchy.

16. Research and development collaborative arrangements, page F-40

18.       Regarding your arrangements with Merck KGaA please address the following:

·                  You state that you are eligible to receive upfront non-refundable payments and Phase I research and development fees. Please tell us what research and development fees you are referring to and how they differ from the contingent Phase I research and

6

development fees;

·                  Disclose the significant factors, inputs, assumptions and methods used in determining the best estimate of selling price of each deliverable. Refer to ASC 605-25-50-2; and

·                  Disclose the performance period of the research and development services.

RESPONSE:  The Company respectfully advises the Staff that the eligible upfront Phase I research and development fees the Company is referring to represents the non-refundable payments received from Merck KGaA in relation to the Ex-PRC Phase I Dose Escalation Trial for the BGB-283 and BGB-290 products, respectively. The contingent Phase I research and development fees represents an additional non-refundable payment that the Company is eligible to receive from Merck KGaA following the dosing of the 5th patient in the Ex-PRC Phase I Dose Escalation Trial for the BGB-283 and BGB-290 products, respectively. Based on the above, the only difference is the timing of the receipt of the payments from Merck KGaA. The Company received the Phase I research and development fees upfront whereas the additional contingent Phase I research and development fees were only received by the Company following the completion of the 5th patient dosing.

In response to the Staff’s comments, the Company has revised the disclosures on pages F-40 and F-41.

Other Comments

19.       Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE: The Company respectfully advises the Staff that it is supplementally providing the Staff with copies of investor presentations that was distributed during certain “testing-the-waters” meetings, and will supplementally provide copies of any written communications that the Company, or anyone authorized to do so on the Company’s behalf, present to potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended.

20.       Please provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos that you intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to our review.

RESPONSE:  The Company acknowledges the Staff’s comment and confirms that the graphics

7

and pictorial representations inclu

September 24, 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.
Draft Registration Statement on Form S -1
Submitted August 28, 2015
  CIK No. 0001651308

Dear Mr. Oyler :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly fil ing your registration statement on
EDGAR.  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 the information you provide in respon se to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Table of Contents

1. Where you discuss your use of industry publication s and third -party research , you state
that “we have not independently verified such data  and you are cautioned not to give
undue weight to this information .”  Please revise to also clarify that you are liable for the
information that you provide to investors in the registration statement.

John V. Oyler
BeiGene, Ltd.
September 24, 2015
Page 2

 Prospectus Summary

Overview, page 1

2. Please clarify the meaning of any specific scientific or technical terms the first time they
are used in your prospectus in order to ensure that your disclosure is easily
understandable by the lay reader .  For example on ly, please clarify  that BTK is a kinase,
RAF dimer is a gene, PARP refers to a family of proteins and that PD -1 is a cell surface
receptor protein that acts as an immune checkpoint.

3. In your description of BGB -283, please explain what the MAPK pathway is a nd
distinguish between RAF inhibitors and BRAF inhibitors.  Also, please explain how RAF
monomers and dimers differ and the significance of the dimerization process.

4. The tables displaying your pipeline drug candidates should reflect the actual, and not the
anticipated, clinical status of these products.   Accordingly, please move the arrow for
BGB -290 here and in the corresponding table on page 128 to the midpoint of the  BGB -
290 column, as the dose -escalation phase of your clinical trial is ongoing.

Company and Other Information, page 6

5. Please state here that the term “exempted company” refers to one whose operations will
be mainly carried out outside of the Cayman Is lands.

Risk Factors

We will need to obtain additional funding . . . , page 15

6. To provide investors with greater context of the risk identified here, please also state in
this risk factor the total net cash flows used by your operating activities in rec ent periods.

Risks Related to Clinical Development of Our Drug Candidates

“Our drug candidates may cause undesirable side effects . . .  ,” page 27

7. Please amend this risk factor to include examples of the drug -related adverse events you
have identified  in the clinical trials of your product candidates, as disclosed in your
Business section.

Risks Related to Our Industry, Business and Operation

“If product liability lawsuits are brought against us . . .  ,” page 62

8. Please amend this risk factor to i ndicate the monetary limit of the product liability
insurance coverage you have obtained.

John V. Oyler
BeiGene, Ltd.
September 24, 2015
Page 3

Use of Proceeds, page 86

9. To the extent practicable, please separate the amount of net offering proceeds you intend
to allocate toward research and development expenses from the remainder amount you
have designated for working capital and general corporate purposes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Operations Overview

Revenue, page 100

10. Please disclose separately the aggregate potential receipts under your collaboration
agreements with Merck for clinical, regulatory an d commercial milestones.

Results of Operations

Research and Development Expenses, page 105

11. Please expand your disclosure to include the total costs incurred during each period
presented for each project or product candidate separately.

Critical Accounti ng Policies and Significant Judgements and Estimates

Fair Value Estimate, page 118

12. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features.  Once you have an estimated
offering  price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Business

Overview, page 123

13. In the first paragraph you state that your drug candidates targeting BTK, RAF dimer and
PARP are all currently in the dose -expansion phase of their respective clinical trial s.
Please amend this disclosure  as BGB -290 has not yet progressed to the dose -expa nsion
phase.

14. Please state in this disclosure, if true, that you have made no efforts to date to seek
regulatory approval for any of your product candidates in the United States , such as filing
an Investigational New Drug Application with the FDA.

John V. Oyler
BeiGene, Ltd.
September 24, 2015
Page 4

China’s Pharmaceutical Market, page 133

15. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.  For example, we note the  industry data provided
on page s 133 and 134 and in the “Market Oppo rtunity” section starting on page 153.
Please note that the requested information should be filed as EDGAR correspondence or,
alternatively, should be sent in paper form accompanied by a cover letter indicating that
the material is being provided pursuant  to Securities Act Rule 418 and that such material
should be returned to the registrant upon completion of the staff review process.  Please
also highlight the specific portions that you are relying upon so that we can reference
them easily.  In addition, please confirm to us that any third party data included in the
registration statement was not prepared for or commissioned by the registrant or its
affiliates.

Principal Shareholders, page 216

16. For each of the entities listed in your beneficial ownership  table, please disclose the
natural person or persons who exercise dispositive voting or investment control with
respect to the shares.

2. Summary of significant accounting policies

Fair Value Measurements, page F -9

17. Please explain your determination that  your investments in debt securities should be
considered level 1 in the fair value hierarchy.

16. Research and development collaborative arrangements, page F -40

18. Regarding your arrangements with Merck KGaA please address the following:

 You state that y ou are eligible to receive upfront non -refundable payments and
Phase  I research and development fees.   Please tell us what research and
development fees you are referring to and how they differ from the contingent
Phase  I research and development fees;

 Disclose the significant factors, inputs, assumptions and methods used in
determining the best estimate of selling price of each deliver able.   Refer to ASC
605-25-50-2; and

 Disclose the performance period of the research and development services.

John V. Oyler
BeiGene, Ltd.
September 24, 2015
Page 5

 Other C omments

19. Please suppl ement ally provide us with copies of  all written communications, as defined
in Rule 405 und er the Securities Act, that you, or  anyone authori zed to do  so on  your
behalf, present to po tential investors  in reliance on Section 5(d) of the  Securities Act,
whether or not they retain copies of  the communications.

20. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

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