0001104659-16-093324.txt : 20160202 0001104659-16-093324.hdr.sgml : 20160202 20160202190015 ACCESSION NUMBER: 0001104659-16-093324 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160202 FILED AS OF DATE: 20160202 DATE AS OF CHANGE: 20160202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BeiGene, Ltd. CENTRAL INDEX KEY: 0001651308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES STREET 2: 94 SOLARIS AVENUE, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 13459494123 MAIL ADDRESS: STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES STREET 2: 94 SOLARIS AVENUE, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck Sharp & Dohme Research GmbH CENTRAL INDEX KEY: 0001665244 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382553 BUSINESS ADDRESS: STREET 1: WEYSTRASSE 20 CITY: LUCERNE 6 STATE: V8 ZIP: CH-6000 BUSINESS PHONE: 41 58 618 16 16 MAIL ADDRESS: STREET 1: WEYSTRASSE 20 CITY: LUCERNE 6 STATE: V8 ZIP: CH-6000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck Sharp & Dohme Corp. CENTRAL INDEX KEY: 0000942443 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382554 BUSINESS ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 FORMER NAME: FORMER CONFORMED NAME: SCHERING CORP DATE OF NAME CHANGE: 19950321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck & Co., Inc. CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382555 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 FORMER NAME: FORMER CONFORMED NAME: Merck & Co. Inc. DATE OF NAME CHANGE: 20091103 FORMER NAME: FORMER CONFORMED NAME: SCHERING PLOUGH CORP DATE OF NAME CHANGE: 19920703 3 1 a3.xml 3 X0206 3 2016-02-02 0 0001651308 BeiGene, Ltd. BGNE 0000310158 Merck & Co., Inc. 2000 GALLOPING HILL ROAD KENILWORTH NJ 07033 0 0 1 0 0000942443 Merck Sharp & Dohme Corp. ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889 0 0 1 0 0001665244 Merck Sharp & Dohme Research GmbH WEYSTRASSE 20 LUCERNE 6 V8 CH-6000 SWITZERLAND 0 0 1 0 Series A Preferred Shares Ordinary Shares 18518519 I See Footnote Series A-2 Preferred Shares Ordinary Shares 5128205 I See Footnote These securities consist of Series A Preferred Shares (the "Series A Shares") of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A Shares do not have an expiration date. These shares are owned directly by Merck Sharp & Dohme Research GmbH, which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities. These securities consist of the Series A-2 Shares of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A-2 Shares do not have an expiration date. Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH, a copy of which is filed as an exhibit and incorporated herein by reference. Exhibit List - Exhibit 24.1 - Power of Attorney Merck Sharp & Dohme Research GmbH /s/ Katie Fedosz, as Attorney-in-Fact 2016-02-02 Merck Sharp & Dohme Corp. /s/ Katie Fedosz, as Assistant Secretary 2016-02-02 Merck & Co., Inc. /s/ Katie Fedoszk, as Senior Assistant Secretary 2016-02-02 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Katie Fedosz with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Merck Sharp & Dohme Research GmbH (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents;  (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 27, 2016.

 


 

 

Merck Sharp & Dohme Research GmbH

 

 

 

By:

/s/ Franz Escherich

 

 

Franz Escherich

 

 

Director and Authorized Person