Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37686 | ||
Entity Registrant Name | BEIGENE, LTD. | ||
Entity Incorporation, Country Code | E9 | ||
Entity Address, Address | c/o Mourant Governance Services (Cayman) Limited | ||
Entity Address, Address | 94 Solaris Avenue, Camana Bay | ||
Entity Address, Town | Grand Cayman | ||
Entity Address, Country | KY | ||
Entity Address, Postal Zip Code | KY1-1108 | ||
Entity Tax Identification Number | 98-1209416 | ||
City Area Code | 345 | ||
Local Phone Number | 949 4123 | ||
Title of each class | American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share | ||
Trading Symbol(s) | BGNE | ||
Name of each exchange on which registered | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.9 | ||
Entity Common Stock, Shares Outstanding | 1,007,975,711 | ||
Documents Incorporated by Reference | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2019 . Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10‑K. | ||
Entity Central Index Key | 0001651308 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 618,011 | $ 712,937 |
Short-term restricted cash | 288 | 14,544 |
Short-term investments | 364,728 | 1,068,509 |
Accounts receivable | 70,878 | 41,056 |
Inventories | 28,553 | 16,242 |
Prepaid expenses and other current assets | 90,238 | 90,554 |
Total current assets | 1,172,696 | 1,943,842 |
Long-term restricted cash | 2,476 | 13,232 |
Property and equipment, net | 242,402 | 157,061 |
Operating lease right-of-use assets | 82,520 | |
Intangible assets, net | 5,846 | 7,172 |
Land use right, net | 45,058 | |
Deferred tax assets | 37,894 | 29,542 |
Other non-current assets | 68,455 | 53,777 |
Total non-current assets | 439,593 | 305,842 |
Total assets | 1,612,289 | 2,249,684 |
Current liabilities: | ||
Accounts payable | 122,488 | 113,283 |
Accrued expenses and other payables | 163,556 | 100,414 |
Deferred revenue, current portion | 0 | 18,140 |
Tax payable | 13,454 | 5,888 |
Operating lease liabilities, current portion | 10,814 | |
Long-term bank loans, current portion | 0 | 8,727 |
Total current liabilities | 310,312 | 246,452 |
Non-current liabilities: | ||
Long-term bank loans, non-current portion | 83,311 | 40,785 |
Shareholder loan | 157,384 | 148,888 |
Operating lease liabilities, non-current portion | 25,833 | |
Deferred tax liabilities | 10,532 | 11,139 |
Other long-term liabilities | 46,562 | 48,773 |
Total non-current liabilities | 323,622 | 249,585 |
Total liabilities | 633,934 | 496,037 |
Commitments and contingencies | ||
Equity: | ||
Ordinary shares, $0.0001 par value per share; 9,500,000,000 shares authorized; 801,340,698 and 776,263,184 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 79 | 77 |
Additional paid-in capital | 2,925,970 | 2,744,814 |
Accumulated other comprehensive (loss) income | (8,001) | 1,526 |
Accumulated deficit | (1,955,843) | (1,007,215) |
Total BeiGene, Ltd. shareholders’ equity | 962,205 | 1,739,202 |
Noncontrolling interest | 16,150 | 14,445 |
Total equity | 978,355 | 1,753,647 |
Total liabilities and equity | $ 1,612,289 | $ 2,249,684 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 9,500,000,000 | 9,500,000,000 |
Ordinary shares, shares issued | 801,340,698 | 776,263,184 |
Ordinary shares, shares outstanding | 801,340,698 | 776,263,184 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||
Total revenues | $ 428,212 | $ 198,220 | $ 238,387 |
Expenses | |||
Cost of sales - product | (71,190) | (28,705) | (4,974) |
Research and development | (927,338) | (679,005) | (269,018) |
Selling, general and administrative | (388,249) | (195,385) | (62,602) |
Amortization of intangible assets | (1,326) | (894) | (250) |
Total expenses | (1,388,103) | (903,989) | (336,844) |
Loss from operations | (959,891) | (705,769) | (98,457) |
Interest income (expense), net | 9,131 | 13,947 | (4,108) |
Other income, net | 7,174 | 1,993 | 11,501 |
Loss before income tax expense | (943,586) | (689,829) | (91,064) |
Income tax (expense) benefit | (6,992) | 15,796 | (2,235) |
Net loss | (950,578) | (674,033) | (93,299) |
Less: net loss attributable to noncontrolling interests | (1,950) | (264) | (194) |
Net loss attributable to BeiGene, Ltd. | $ (948,628) | $ (673,769) | $ (93,105) |
Net loss per share attributable to BeiGene, Ltd., basic and diluted basic and diluted (in dollars per share) | $ (1.22) | $ (0.93) | $ (0.17) |
Weighted-average shares outstanding, basic and diluted (in shares) | 780,701,283 | 720,753,819 | 543,185,460 |
Net loss per American Depositary Share (“ADS”), basic and diluted basic and diluted (in dollars per share) | $ (15.80) | $ (12.15) | $ (2.23) |
Weighted-average ADSs outstanding, basic and diluted (in shares) | 60,053,945 | 55,442,601 | 41,783,497 |
Product revenue, net | |||
Revenue | |||
Total revenues | $ 222,596 | $ 130,885 | $ 24,428 |
Collaboration revenue | |||
Revenue | |||
Total revenues | $ 205,616 | $ 67,335 | $ 213,959 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (950,578) | $ (674,033) | $ (93,299) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation adjustments | (9,424) | (478) | 851 |
Unrealized holding (loss) gain, net | (448) | 2,133 | (296) |
Comprehensive loss | (960,450) | (672,378) | (92,744) |
Less: comprehensive loss attributable to noncontrolling interests | (2,295) | (352) | (105) |
Comprehensive loss attributable to BeiGene, Ltd. | $ (958,155) | $ (672,026) | $ (92,639) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (950,578) | $ (674,033) | $ (93,299) |
Depreciation and amortization expense | |||
Depreciation and amortization expense | 18,617 | 10,388 | 4,758 |
Share-based compensation expense | 134,154 | 87,127 | 42,863 |
Acquired in-process research and development | 69,000 | 70,000 | 0 |
Non-cash interest expense | 8,046 | 7,820 | 7,035 |
Deferred income tax benefits | (9,232) | (21,949) | (5,845) |
Other items, net | (9,443) | (9,856) | 41 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (29,822) | (11,628) | (29,428) |
Inventories | (12,311) | (5,312) | (10,930) |
Prepaid expenses and other current assets | 45 | (38,607) | (28,880) |
Operating lease right-of-use assets | (11,484) | ||
Other non-current assets | (20,782) | (40,228) | (29,701) |
Accounts payable | 2,224 | 23,470 | 55,298 |
Accrued expenses and other payables | 64,030 | 50,543 | 24,978 |
Tax payable | 7,566 | (3,355) | 7,426 |
Deferred revenue | (27,982) | (9,059) | 37,041 |
Operating lease liabilities | 9,201 | ||
Other long-term liabilities | 8,482 | 16,962 | 31,395 |
Net cash (used in) provided by operating activities | (750,269) | (547,717) | 12,752 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (89,612) | (70,283) | (46,374) |
Purchase of intangible assets | 0 | (553) | 0 |
Payment for asset acquisition, net of cash acquired | 0 | (38,298) | 0 |
Payment for the acquisition of land use right | 0 | 0 | (12,354) |
Cash acquired in business combination, net of cash paid | 0 | 0 | 19,916 |
Purchases of investments | (1,169,300) | (2,635,686) | (741,296) |
Proceeds from sale or maturity of available-for-sale securities | 1,882,075 | 2,177,207 | 423,789 |
Purchase of in-process research and development | (69,000) | (70,000) | 0 |
Net cash provided by (used in) investing activities | 554,163 | (637,613) | (356,319) |
Cash flows from financing activities: | |||
Proceeds from public offering, net of underwriter discount | 0 | 758,001 | 189,191 |
Payment of public offering cost | 0 | (414) | (674) |
Proceeds from public offering and HK IPO, net of underwriter discount | 0 | 875,368 | 0 |
Payment of public offering and HK IPO costs | 0 | (5,659) | 0 |
Proceeds from sale of ordinary shares, net of cost | 0 | 0 | 149,928 |
Proceeds from long-term bank loans | 67,489 | 42,315 | 0 |
Repayment of long-term bank loans | (32,813) | (8,736) | 0 |
Proceeds from short-term loan | 0 | 0 | 2,470 |
Repayment of short-term loan | 0 | 0 | (2,470) |
Capital contribution from noncontrolling interest | 4,000 | 0 | 14,527 |
Proceeds from shareholder loan | 0 | 0 | 132,757 |
Proceeds from option exercises and employee share purchase plan | 47,004 | 29,662 | 4,627 |
Net cash provided by financing activities | 85,680 | 1,690,537 | 490,356 |
Effect of foreign exchange rate changes, net | (9,512) | (4,096) | 5,299 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (119,938) | 501,111 | 152,088 |
Cash, cash equivalents, and restricted cash, beginning of year | 740,713 | 239,602 | 87,514 |
Cash, cash equivalents, and restricted cash, end of year | 620,775 | 740,713 | 239,602 |
Supplemental cash flow disclosures: | |||
Cash and cash equivalents | 618,011 | 712,937 | 239,602 |
Short-term restricted cash | 288 | 14,544 | 0 |
Long-term restricted cash | 2,476 | 13,232 | 0 |
Income taxes paid | 8,984 | 12,361 | 29,286 |
Interest paid | 4,315 | 2,209 | 1,260 |
Non-cash activities: | |||
Discount provided on sale of ordinary shares for business combination | 0 | 0 | 23,606 |
Acquisitions of equipment included in accounts payable | 29,086 | 22,105 | 2,215 |
Purchase of in-process research and development included in accounts payable | 0 | 19,000 | 0 |
Changes in operating assets and liabilities adjusted through accumulated deficit | $ 0 | $ 2,291 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Secondary follow-on offering | Follow-on public offering | HK IPO | Total | TotalSecondary follow-on offering | TotalFollow-on public offering | TotalHK IPO | Ordinary Shares | Ordinary SharesSecondary follow-on offering | Ordinary SharesFollow-on public offering | Ordinary SharesHK IPO | Additional Paid-In Capital | Additional Paid-In CapitalSecondary follow-on offering | Additional Paid-In CapitalFollow-on public offering | Additional Paid-In CapitalHK IPO | Accumulated OCI | Accumulated Deficit | Non- Controlling Interests |
Balance at the beginning of period at Dec. 31, 2016 | $ 352,907 | $ 352,907 | $ 52 | $ 591,213 | $ (946) | $ (237,412) | |||||||||||||
Balance (in shares) at Dec. 31, 2016 | 515,833,609 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Issuance of ordinary shares | 149,928 | $ 188,517 | 149,928 | $ 188,517 | $ 3 | $ 4 | 149,925 | $ 188,513 | |||||||||||
Issuance of ordinary shares (in shares) | 32,746,416 | 36,851,750 | |||||||||||||||||
Discount on the sale of ordinary shares | 23,606 | 23,606 | 23,606 | ||||||||||||||||
Contributions from shareholders | 14,527 | $ 14,527 | |||||||||||||||||
Share-based compensation | 42,863 | 42,863 | 42,863 | ||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 787,571 | ||||||||||||||||||
Exercise of options | 4,627 | 4,627 | 4,627 | ||||||||||||||||
Exercise of options (in shares) | 5,852,984 | ||||||||||||||||||
Other comprehensive income (loss) | 555 | 466 | 466 | 89 | |||||||||||||||
Net loss | (93,299) | (93,105) | (93,105) | (194) | |||||||||||||||
Balance at the end of period at Dec. 31, 2017 | 684,231 | 669,809 | $ 59 | 1,000,747 | (480) | (330,517) | 14,422 | ||||||||||||
Balance (in shares) at Dec. 31, 2017 | 592,072,330 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Issuance of ordinary shares | $ 757,587 | $ 869,709 | $ 757,587 | $ 869,709 | $ 10 | $ 7 | $ 757,577 | $ 869,702 | |||||||||||
Issuance of ordinary shares (in shares) | 102,970,400 | 65,600,000 | |||||||||||||||||
Share-based compensation | 87,127 | 87,127 | 87,127 | ||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 1,299,186 | ||||||||||||||||||
Exercise of options | 29,662 | 29,662 | $ 1 | 29,661 | |||||||||||||||
Exercise of options (in shares) | 14,321,268 | ||||||||||||||||||
Other comprehensive income (loss) | 1,655 | 1,743 | 1,743 | (88) | |||||||||||||||
Net loss | (674,033) | (673,769) | (673,769) | (264) | |||||||||||||||
Balance at the end of period at Dec. 31, 2018 | $ 1,753,647 | 1,739,202 | $ 77 | 2,744,814 | 1,526 | (1,007,215) | 14,445 | ||||||||||||
Balance (in shares) at Dec. 31, 2018 | 776,263,184 | 776,263,184 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Contributions from shareholders | $ 4,000 | 4,000 | |||||||||||||||||
Share-based compensation | 134,154 | 134,154 | 134,154 | ||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 4,505,839 | ||||||||||||||||||
Exercise of options | 47,004 | 47,004 | $ 2 | 47,002 | |||||||||||||||
Exercise of options (in shares) | 20,571,675 | ||||||||||||||||||
Other comprehensive income (loss) | (9,872) | (9,527) | (9,527) | (345) | |||||||||||||||
Net loss | (950,578) | (948,628) | (948,628) | (1,950) | |||||||||||||||
Balance at the end of period at Dec. 31, 2019 | $ 978,355 | $ 962,205 | $ 79 | $ 2,925,970 | $ (8,001) | $ (1,955,843) | $ 16,150 | ||||||||||||
Balance (in shares) at Dec. 31, 2019 | 801,340,698 | 801,340,698 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization BeiGene, Ltd. (the “Company”) is a global commercial-stage biotechnology company focused on developing and commercializing innovative molecularly-targeted and immuno-oncology cancer therapeutics. The Company started as a research and development company in Beijing in 2010. Over the last ten years, it has developed into a fully-integrated global biotechnology company, with significant commercial, manufacturing, and research and development capabilities. The Company has built substantial commercial capabilities in China and the United States, and is currently marketing two internally-developed drugs and three in-licensed drugs. The Company also anticipates introducing five more in-licensed drugs into the China market in the next one to two years. In the United States, the Company markets BRUKINSA ™ (zanubrutinib) for adult patients with mantle cell lymphoma ("MCL") who have received at least one prior therapy and in China, the Company has received marketing approval and are in the process of launching tislelizumab for patients with classical Hodgkin’s Lymphoma ("cHL") who have received at least two prior therapies. The Company has filed four additional supplementary new drug applications ("sNDA") for regulatory approvals in China and is planning for launches in these additional indications in 2020. The Company's in-licensed portfolio includes ABRAXANE ® , REVLIMID ® and VIDAZA ® , which it has been marketing in China since 2017 under a license from Celgene Logistics Sàrl, a Bristol-Myers Squibb company (“BMS”). The Company plans on launching additional in-licensed products in China from its collaborations, including XGEVA ® (denosumab), KYPROLIS ® (carfilzomib) and BLINCYTO ® (blinatumomab) from Amgen Inc. ("Amgen"), and SYLVANT ® (siltuximab) and QARZIBA ® ▼ |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation. Noncontrolling interests are recognized to reflect the portion of the equity of subsidiaries which are not attributable, directly or indirectly, to the controlling shareholders. The Company consolidates its interests in its joint ventures, BeiGene Biologics and MapKure, LLC, under the voting model and recognizes the minority shareholders' equity interest as a noncontrolling interest in its consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, identifying separate accounting units and the standalone selling price of each performance obligation in the Company’s revenue arrangements, estimating the fair value of net assets acquired in business combinations, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, measurement of right-of-use assets and lease liabilities and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. Functional Currency and Foreign Currency Translation Functional currency The Company uses the United States dollar ("$" or "U.S. dollar") as its reporting currency. Operations in subsidiaries are recorded in the functional currency of the respective subsidiary. The determination of functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters. Foreign currency translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. Restricted cash Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for bank loans and letters of credit. The Company classifies restricted cash as current or non-current based on the term of the restriction. Accounts Receivable Trade accounts receivable are recorded at their invoiced amounts, net of trade discounts and allowances as well as allowances for doubtful accounts. An allowance for doubtful accounts is recorded when the collection of the full amount is no longer probable. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the customer's payment history, its current creditworthiness and current economic trends. Accounts receivable are written off after all collection efforts have ceased. The Company regularly reviews the adequacy and appropriateness of any allowance for doubtful accounts. No allowance for doubtful accounts was recorded as of December 31, 2019 . Inventory Prior to the regulatory approval of product candidates, the Company may incur expenses for the manufacture of drug product to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, all such costs are recorded as research and development expenses as incurred. To date the Company's inventory has consisted entirely of finished goods inventory purchased from Celgene Logistics Sàrl, a Bristol-Myers Squibb company ("BMS"). Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations. There have been no write-downs or reserves against inventory to date. Short-Term Investments Investments with original maturities of greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term. Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company’s fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2019 and 2018 . Available-for-sale debt securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security’s amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Software, Electronic and Office Equipment 3 to 5 years Leasehold Improvements Lesser of useful life or lease term Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification, Topic 842, Leases ("ASC 842") using the effective date method. The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of December 31, 2019 . The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a right-of-use ("ROU") asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option. Operating leases are included in operating lease right-of-use assets and lease liabilities on the consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities. Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. Land Use Right, Net All land in the PRC is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. In 2017, the Company acquired a land use right from the local Bureau of Land and Resources in Guangzhou for the purpose of constructing and operating the biologics manufacturing facility in Guangzhou. In 2019, the Company acquired a second Guangzhou land use right from the local Bureau of Land and Resources in Guangzhou. Both Guangzhou land use rights are being amortized over the respective terms of the land use rights, which are each 50 years . In 2018, the Company acquired a land use right in conjunction with the Innerway asset acquisition (see Note 4). The land use right is being amortized over the term of the land use right, which is 36 years . Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations. The acquisition method of accounting requires all of the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, and (iv) recognizing and measuring goodwill or a gain from a bargain purchase. The consideration transferred in a business combination is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) acquisition consideration, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations as a gain. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include, but are not limited to, future expected cash flows from acquired assets, timing and probability of success of clinical events and regulatory approvals, and assumptions on useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Additional information, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to us may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisitions that do not meet the accounting definition of a business combination are accounted for as asset acquisitions. For transactions determined to be asset acquisitions, the Company allocates the total cost of the acquisition, including transaction costs, to the net assets acquired based on their relative fair values. Goodwill and Other Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances would indicate a potential impairment. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company's reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's evaluation of relevant events and circumstances affecting the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's ADSs. If qualitative factors indicate that it is more likely than not that the Company's reporting unit’s fair value is less than its carrying amount, then the Company will perform the quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. For the years ended December 31, 2019 , 2018 and 2017 the Company determined that there were no indicators of impairment of goodwill. Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Acquired identifiable intangible assets consist of distribution rights for approved cancer therapies licensed from BMS, ABRAXANE ® , REVLIMID®, and VIDAZA®, and are amortized on a straight-line basis over the estimated useful lives of the assets, which is 10 years , and the trading license which represents the Guangzhou drug distribution license acquired on September 21, 2018 (see Note 4). The Company is amortizing the trading license over the remainder of the license term through February 2020. Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2019 , 2018 and 2017, the Company determined that there were no indicators of impairment of its other intangible assets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2019 , 2018 and 2017 , there was no impairment of the value of the Company’s long-lived assets. Fair Value Measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, long-term bank loans, Shareholder Loan (as defined in Note 15) and accounts payable. As of December 31, 2019 and 2018 , the carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities. The available-for-sale debt securities are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive loss. The long-term bank loans and Shareholder Loan approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities. The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1)market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial instruments measured at fair value on a recurring basis The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : As of December 31, 2019 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Short-term investment (Note 6): U.S. treasury securities 364,728 — — Cash equivalents U.S. treasury securities 16,442 Money market funds 50,461 — — Total 431,631 — — As of December 31, 2018 Quoted Price Significant Significant $ $ $ Short-term investment (Note 6): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. Product revenue The Company's product revenues are generated from the sale of ABRAXANE, REVLIMID, and VIDAZA to its product distributor in China, the Company's sole customer in China. The first tier distributor subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients. Following FDA approval on November 14, 2019, the Company began selling its first internally developed drug, BRUKINSA, in the United States to specialty pharmacies and specialty distributors, the Company's U.S. customers. The specialty pharmacies and specialty distributors subsequently resell the product to health care providers and patients. The Company is the principal under the product sales as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to the customer. For product sales transactions, the Company has a single performance obligation which is to sell the products to its customer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the customer. The Company's payment terms are approximately 60-90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. In China, rebates, including price compensation credits, are offered to distributors, consistent with pharmaceutical industry practices. The Company records a provision for rebates at the time of sale based on contracted rates and historical redemption rates. Assumptions used to establish the provision include the level of distributor inventories, sales volumes and contract pricing and estimated acceptance of government pricing or reimbursement amounts (such as provincial acceptance of the National Reimbursement Drug List pricing in the PRC). The Company regularly reviews the information related to these estimates and adjusts the provision accordingly. In the United States, estimates for variable consideration for which reserves are established at the time of sale include government rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its US customers, health care providers and other indirect customers. Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as our historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. U.S. product revenues and related reserves for variable consideration were not significant for the year ended December 31, 2019 as the Company did not begin generating product revenue in the United States until after BRUKINSA received FDA approval on November 14, 2019. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. For newly launched products where actual returns history is not yet available, the sales returns allowance is initially calculated based on benchmarking data from similar products and industry experience. If the historical or benchmarking data the Company uses to calculate these estimates do not properly reflect future returns, then a change in the allowance would be made in the period in which such a determination is made and revenues in that period could be materially affected. Any changes from the historical trend rates are considered in determining the current sales return allowance. To date, sales returns have not been significant. Collaboration revenue At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above. The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable, up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Research and Development Services: The portion of the transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs. R&D reimbursement revenue for revenue attributable to the clinical trials that BMS had opted into is recognized as delivery or performance of such services occurs. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting perio |
Collaborative and Licensing Arr
Collaborative and Licensing Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Collaborative and Licensing Arrangements | Collaborative and Licensing Arrangements The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates. To date, these collaborative arrangements have included out-licenses of internally developed drug candidates to other parties, in-licenses of drug products and drug candidates from other parties, and cost sharing arrangements. These arrangements may include non-refundable, upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost sharing and reimbursement arrangements, royalty payments, and profit sharing. Out-Licensing Arrangements To date, the Company’s collaboration revenue related to its out-licensing collaborative agreements has consisted of (1) upfront license fees, research and development reimbursement revenue, and research and development services revenue from its collaboration agreement with BMS for tislelizumab, and (2) upfront license fees and milestone payments from its collaboration agreement with Merck KGaA, Darmstadt Germany for pamiparib and lifirafenib. The following table summarizes total collaboration revenue recognized for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 Revenues from Collaboration Partners $ $ $ License revenue — — 211,391 Reimbursement of research and development costs 27,634 56,776 — Research and development service revenue 27,982 10,559 2,568 Other 150,000 — — Total 205,616 67,335 213,959 Celgene Corporation, a Bristol-Myers Squibb company ("BMS") On July 5, 2017, the Company entered into a license agreement with Celgene Corporation, now BMS, pursuant to which the Company granted to the BMS parties an exclusive right to develop and commercialize the Company’s investigational PD-1 inhibitor, tislelizumab, in all fields of treatment, other than hematology, in the United States, Europe, Japan and the rest of world other than Asia (the “PD-1 License Agreement”). In connection with the closing of the transactions on August 31, 2017, the Company, and BMS amended and restated the PD-1 License Agreement (the “A&R PD-1 License Agreement”) to, among other things, clarify the parties’ responsibilities relating to the conducting and funding of certain global registration clinical trials and clarify the scope of the regulatory materials transferred by BeiGene to BMS. The Company entered into a mutual agreement with BMS to terminate the A&R PD-1 License Agreement effective June 14, 2019 in advance of the acquisition of Celgene by BMS. Under the terms of the A&R PD-1 License Agreement, BMS paid the Company $263,000 in upfront non-refundable fees, of which $92,050 was paid in the third quarter of 2017 and the remaining $170,950 was paid in December 2017. The Company allocated $13,000 of upfront fees to the fair value of assets related to the Company’s acquisition of Celgene Shanghai, a wholly- owned subsidiary of Celgene Holdings East Corporation established under the laws of China, which was completed contemporaneously with the A&R PD-1 License Agreement. The Company was also eligible to receive product development and commercial milestone payments based on the successful achievement of development and regulatory and commercialization goals, respectively, and potential royalty payments. In addition to the exclusive right to develop and commercialize tislelizumab, the terms of the A&R PD-1 License Agreement provided BMS with the right to collaborate with the Company on the development of tislelizumab for specified indications, including required participation on a joint development committee and a joint steering committee as well as a joint commercialization committee upon achievement of commercialization. BMS reimbursed the Company for certain research and development costs at a cost plus agreed upon markup for the development of tislelizumab related to the clinical trials that BMS opted into, as outlined in the development plan. Under ASC 606, the Company identified the following deliverables of the collaboration agreement as distinct performance obligations: (a) the license provided to BMS for the exclusive right to develop and commercialize tislelizumab, in all fields of treatment, other than hematology, in the United States, Europe, Japan and the rest of world other than Asia (“the license”); and (b) the research and development services provided to BMS to develop tislelizumab within specified indications (“R&D services”). For each deliverable, the Company determined the stand-alone selling price and allocated the non-constrained consideration of $250,000 to the units of accounting using the relative selling price method. The consideration allocated to the license was recognized upon transfer of the license to BMS at contract inception and the consideration allocated to the R&D services was deferred and recognized over the term of the respective clinical studies for the specified indications. The payments associated with the defined developmental, regulatory, and commercialization goals were considered variable consideration and were fully constrained at contract inception through the date of termination. In connection with the termination in June 2019, the Company regained full global rights to tislelizumab and received a $150,000 payment from BMS. The payment was recognized as other collaboration revenue upon termination as the Company had no further performance obligations under the collaboration. Upon termination, the Company also recognized the remainder of the deferred revenue balance related to the upfront consideration allocated to research and development services at the time of the original collaboration. The Company's license from BMS to distribute the approved cancer therapies ABRAXANE, REVLIMID , and VIDAZA in China was not affected by the termination of the tislelizumab collaboration. For the year ended December 31, 2019 , the Company recognized collaboration revenue of $205,616 related to the BMS collaboration, which consisted of $27,634 of research and development reimbursement revenue for the trials that BMS had opted into through the termination of the collaboration agreement; $27,982 of research and development services revenue, which reflects the recognition of the remaining upfront consideration that was allocated to research and development services at the time of the collaboration and was recognized over the term of the respective clinical studies for the specified indications; and $150,000 of other collaboration revenue related to the payment received from BMS in connection with the termination of the collaboration agreement. For the year ended December 31, 2018 , the Company recognized collaboration revenue of $65,835 related to the BMS collaboration, which consisted of $56,776 of research and development reimbursement revenue for the trials that BMS had opted into and research and development services revenue of $9,059 from deferred revenue. For the year ended December 31, 2017, the Company recognized $211,391 as license revenue within collaboration revenue in the Company’s consolidated statements of operations, and research and development revenue of $1,568 allocated from deferred revenue related to the BMS collaboration. Merck KGaA, Darmstadt Germany In 2013, the Company entered into a license agreement with Merck KGaA, Darmstadt Germany for lifirafenib, which was amended and restated in 2013 and 2015, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to develop, manufacture, and, in certain circumstances, commercialize lifirafenib outside of the PRC, and Merck KGaA Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize lifirafenib in the PRC (the “PRC Territory”). In March 2017, the Company regained the worldwide rights to lifirafenib after Merck KGaA, Darmstadt Germany informed the Company that it would not exercise a continuation option, and thus, the ex-PRC portion of the agreements terminated in their entirety, except for certain provisions that survived the termination. In December 2018, the Company received notice from Merck KGaA, Darmstadt Germany that Merck KGaA, Darmstadt Germany was terminating the PRC portion of the agreement. As a result of the termination, Merck KGaA, Darmstadt Germany's exclusive right of first negotiation to acquire exclusive commercialization rights under the lifirafenib RAF dimer program in the PRC was terminated and the Company is no longer required to pay Merck KGaA, Darmstadt Germany royalties on sales of lifirafenib in the PRC or entitled to receive future milestone payments from Merck KGaA, Darmstadt Germany for lifirafenib. In 2013, the Company also entered into a license agreement with Merck KGaA, Darmstadt Germany for pamiparib, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to develop, manufacture, and, in certain circumstances, commercialize pamiparib outside of the PRC, and Merck KGaA, Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize pamiparib in the PRC Territory. On October 1, 2015, the Company entered into a purchase of rights agreement with Merck KGaA, Darmstadt Germany, pursuant to which the Company purchased from Merck KGaA, Darmstadt Germany all of its exclusive rights to pamiparib in the ex-PRC territories for consideration of $10,000 , and reduced the future milestone payments the Company was eligible to receive under the PRC license agreement. In December 2017, the Company achieved the milestone for dosing a patient in the first Phase 2 clinical trial of pamiparib in the PRC Territory, and the related $1,000 milestone payment received in January 2018, was recognized as research and development services revenue in year ended December 31, 2017. In May 2018, the Company achieved the milestone for dosing patients in the first Phase 3 clinical trial of pamiparib in the PRC Territory, and the related $1,500 milestone payment was recognized as research and development services revenue for the year ended December 31, 2018. No other milestones were achieved prior to the termination of the agreement. On December 17, 2018, the Company entered into a letter agreement for the Company to buy back the PRC commercialization option for pamiparib that it had granted to Merck KGaA, Darmstadt Germany under the license agreement for initial consideration of $19,000 , which was paid in January 2019. The payment was charged to research and development expense for the year ended December 31, 2018, as the PRC commercialization option has no alternative future use. Merck KGaA, Darmstadt Germany was relieved of any future milestone obligations as a result of the termination. As a result of the foregoing termination agreements and notices, the Company’s license agreements with Merck KGaA, Darmstadt Germany for lifirafenib and pamiparib were terminated in their entirety as of December 31, 2018. In-Licensing Arrangements - Commercial Celgene Logistics Sàrl, a Bristol-Myers Squibb company ("BMS") On July 5, 2017, BeiGene and Celgene, now BMS, entered into a license and supply agreement pursuant to which BeiGene was granted the right to exclusively distribute and promote BMS's approved cancer therapies, ABRAXANE, REVLIMID, and VIDAZA in China, excluding Hong Kong, Macau and Taiwan (the “China License Agreement”). The China License Agreement became effective on August 31, 2017, contemporaneously with the closing of the acquisition of Celgene Shanghai and the A&R PD-1 License Agreement (see Note 4). The Company began distributing these in-licensed products in China in September 2017. The Company subsequently assigned the agreement to its wholly-owned subsidiary, BeiGene Switzerland. In-Licensing Arrangements - Development The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories. These arrangements typically include non-refundable, upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost sharing arrangements, royalty payments, and profit sharing. Upfront and development milestones paid under these arrangements for the years ended December 31, 2019, 2018 and 2017 are set forth below. All upfront and development milestones were expensed to research and development expense. There have been no regulatory or commercial milestones paid under these arrangements to date. Year Ended December 31, 2019 2018 2017 Research and development payments to Collaboration Partners $ $ $ Upfront payments 50,000 89,000 — Milestone payments — 3,000 — Total 50,000 92,000 — Our significant license agreements are described below: Seattle Genetics On November 5, 2019, the Company entered into a l icense agreement with Seattle Genetics, Inc. for an advanced pre-clinical product candidate for treating cancer. The agent utilizes a proprietary Seattle Genetics antibody-based technology. Under the terms of the agreement, Seattle Genetics retained rights to the product candidate in the Americas (United States, Canada and Latin American countries), Europe and Japan. The Company was granted exclusive rights to develop and commercialize the product candidate in Asia (except Japan) and the rest of the world. Seattle Genetics will lead global development and BeiGene will fund and operationalize the portion of global clinical trials attributable to its territories. BeiGene will also be responsible for all clinical development and regulatory submissions specific to its territories. Seattle Genetics received an upfront payment of $20,000 and is eligible to receive progress-dependent milestones and tiered royalties on any product sales. Seattle Genetics is a related party due to a common shareholder, and that shareholder has different representatives serving on each companies' respective board of directors. The upfront payment was expensed to research and development expense during the year ended December 31, 2019 in accordance with the Company's acquired in-process research and development expense policy. BioAtla, LLC On April 9, 2019, the Company entered into a global co-development and collaboration agreement with BioAtla LLC ("BioAtla") for the development, manufacturing and commercialization of BioAtla's investigational CAB-CTLA-4 antibody (BA3071), whereby BioAtla has agreed to co-develop the CAB-CTLA-4 antibody to defined early clinical objectives and the Company has agreed to then lead the parties' joint efforts to develop the product candidate and be responsible for global regulatory filings and commercialization. Subject to the terms of the agreement, the Company will hold a co-exclusive license with BioAtla to develop and manufacture the product candidate globally and an exclusive license to commercialize the product candidate globally. The Company has agreed to be responsible for all costs of development, manufacturing and commercialization in Asia (excluding Japan), Australia and New Zealand (the "Company Territory"), and the parties have agreed to share development and manufacturing costs and commercial profits and losses upon specified terms in the rest of the world. The Company paid BioAtla an upfront payment of $20,000 and BioAtla is eligible to receive a milestone payment upon reaching the defined early clinical objectives. BioAtla is also eligible to receive additional payments in subsequent development and regulatory milestones globally and commercial milestones in the Company Territory, together with tiered royalties on sales in the Company Territory. The upfront payment was expensed to research and development expense during the year ended December 31, 2019 in accordance with the Company's acquired in-process research and development expense policy. Zymeworks, Inc. On November 26, 2018, the Company and Zymeworks entered into collaboration and license agreements whereby the Company acquired licenses to develop and commercialize Zymeworks’ clinical-stage bispecific antibody candidate ZW25 and its preclinical-stage bispecific antibody drug conjugate ("ADC") ZW49 in Asia (excluding Japan), Australia, and New Zealand. In addition, Zymeworks granted BeiGene a license to Zymeworks' proprietary Azymetric and EFECT platforms to develop and commercialize globally up to three other bispecific antibodies using the platforms. Under the collaboration agreements, BeiGene will be responsible for all clinical development and regulatory submissions in the licensed territories. BeiGene and Zymeworks have also agreed to collaborate on global development of ZW25 and ZW49 in HER2‑expressing solid tumors, including gastric and breast cancer, with BeiGene enrolling patients and contributing clinical trial data from the licensed territories. Zymeworks retains full rights to both ZW25 and ZW49 outside of the specified countries and will continue to lead global development of these drug candidates. Under the terms of the license and collaboration agreements for ZW49 and ZW25, Zymeworks received total upfront payments of $40,000 and is eligible to receive additional payments upon the achievement of development and commercial milestones for both product candidates. In addition, Zymeworks will be eligible to receive tiered royalties on future sales of ZW25 and ZW49 in the licensed territory. Under the terms of the research and license agreement for the Azymetric and EFECT platforms, Zymeworks received an upfront payment of $20,000 and is eligible to receive additional payments upon the achievement of development and commercial milestones for up to three bispecific product candidates developed under the agreement. In addition, Zymeworks will be eligible to receive tiered royalties on future global sales of bispecific products developed by BeiGene under the agreement. The upfront payments were expensed to research and development expense during the year ended December 31, 2018 in accordance with the Company's acquired in-process research and development expense policy. No milestone payments were accrued as of December 31, 2019. Other In addition to the collaborations discussed above, the Company has entered into additional collaborative arrangements during the years ending December 31, 2019 and 2018. The Company may be required to pay additional amounts upon the achievement of various development and commercial milestones under these agreements. The Company may also incur significant research and development costs if the related product candidate were to advance to late-stage clinical trials. In addition, if any products related to these collaborations are approved for sale, the Company may be required to pay significant royalties on future sales. The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions Celgene Shanghai On August 31, 2017, BeiGene HK acquired 100% of the equity interests of Celgene Shanghai, a wholly-owned subsidiary of Celgene Holdings East Corporation established under the laws of the PRC. Celgene Shanghai was in the business of, among other things, providing marketing and promotional services in connection with certain pharmaceutical products manufactured by BMS. The name of Celgene Shanghai has been changed to BeiGene Pharmaceutical (Shanghai). On July 5, 2017, BeiGene and a wholly-owned subsidiary of BMS entered into a license agreement pursuant to which BeiGene was granted the right to exclusively distribute and promote BMS's approved cancer therapies, ABRAXANE, REVLIMID, and VIDAZA (the “Distribution Rights”), in China excluding Hong Kong, Macau and Taiwan (the “China License Agreement”). The China License Agreement became effective on August 31, 2017, contemporaneously with the closing of the acquisition of Celgene Shanghai and the A&R PD-1 License Agreement. The Company subsequently assigned the China License Agreement to its wholly-owned subsidiary, BeiGene Switzerland. The Company evaluated the acquisition of the Celgene Shanghai equity and the distribution rights acquired under ASU No. 2017-1, Business Combinations: Clarifying the Definition of a Business . Because substantially all of the value of the acquisition did not relate to a similar group of assets and the business contained both inputs and processes necessary to manage products and provide economic benefits directly to its owners, it was determined that the acquisition represents a business combination. Therefore, the transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. Share subscription agreement On August 31, 2017, the Company issued 32,746,416 of its ordinary shares to BMS for an aggregate purchase price of $150,000 , or $4.58 per ordinary share, or $59.55 per ADS, pursuant to a subscription agreement dated July 5, 2017 by and between the Company and BMS (the “Share Subscription Agreement”). See Note 20 for further discussion of the Share Subscription Agreement. Determination of purchase price The purchase price of Celgene Shanghai was calculated as $28,138 , and was comprised of cash consideration of $4,532 and non-cash consideration of $23,606 , related to the discount on ordinary shares issued to BMS in connection with the Share Subscription Agreement. The discount was a result of the increase in fair value of the Company’s shares between the fixed price of $59.55 per ADS in the Share Subscription Agreement and the fair value per ADS as of the date of issuance, August 31, 2017. The following summarizes the purchase price in the business combination (in thousands). Purchase Price Cash paid to acquire Celgene Shanghai $ 4,532 Discount on Share Subscription Agreement 23,606 Total purchase price $ 28,138 Purchase price allocation The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Amount Cash and cash equivalents $ 24,448 Other current assets 518 Property and equipment, net 204 Intangible assets 7,500 Deferred tax asset 1,069 Total identifiable assets 33,739 Current liabilities (5,710 ) Total liabilities assumed (5,710 ) Goodwill 109 Total fair value of consideration transferred $ 28,138 The goodwill resulting from the business combination is primarily attributable to the assembled workforce of the acquired business. The goodwill attributable to the business combination is not deductible for tax purposes. The following summarizes the business combination as presented on the statement of cash flows (in thousands): Investing activities Cash acquired $ 24,448 Cash paid to acquire Celgene Shanghai (4,532 ) Cash acquired in business combination, net of cash paid $ 19,916 Non-cash activities Discount provided on sale of ordinary shares for business combination $ (23,606 ) BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. On September 21, 2018, BeiGene (Guangzhou) Co., Ltd. ("BeiGene Guangzhou") acquired 100% of the equity interests of Baiji Shenzhou (Guangzhou) Pharmaceuticals Co., Ltd. (formerly known as Huajian Pharmaceuticals Co., Ltd.), which subsequently changed its name to BeiGene Pharmaceuticals (Guangzhou) Co., Ltd., a pharmaceutical distribution company, for total cash consideration of $612 , including transaction costs of $59 . The acquisition was concentrated in a single identifiable asset, a drug distribution license, and thus the Company has concluded that the transaction is an asset acquisition as it does not meet the accounting definition of a business combination. The total cost was allocated to the drug distribution license and corresponding deferred tax liability, resulting in a $816 intangible asset for the license and a deferred tax liability of $204 . Beijing Innerway Bio-tech Co., Ltd. On October 4, 2018, BeiGene HK completed the acquisition of 100% of the equity interests of Beijing Innerway Bio-tech Co., Ltd., the owner of the Company's research, development and office facility in Changping, Beijing, China, for total cash consideration of $38,654 . The acquisition was concentrated in a single identifiable asset or group of assets, the building and associated land use right, and thus the Company has concluded that the transaction is an asset acquisition as it does not meet the accounting definition of a business combination. The total cost of the transaction of $38,865 , which includes transaction costs of $211 , was allocated based on the relative fair values of the net assets acquired, as follows: Amount Land use right $ 33,783 Building 15,874 Deferred tax liability (11,221 ) Other 429 Total cost 38,865 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash The Company’s restricted cash balance of $2,764 as of December 31, 2019 primarily consists of RMB-denominated cash deposits held in designated bank accounts for collateral for letters of credit. The Company classifies restricted cash as current or non-current based on term of restriction. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term investments | Short-Term Investments Short-term investments as of December 31, 2019 consisted of the following available-for-sale debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ U.S. treasury securities 363,440 1,288 — 364,728 Total 363,440 1,288 — 364,728 Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Amortized Gross Gross Fair Value $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 The Company does not consider the investments in U.S. treasury securities to be other-than-temporarily impaired at December 31, 2019 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company’s inventory balance of $ 28,553 and $16,242 as of December 31, 2019 and 2018 , respectively, consisted entirely of finished goods drug product purchased from BMS for distribution in the PRC. The manufacturing costs related to BRUKINSA inventory on hand as of December 31, 2019 |
Manufacturing Facility in Guang
Manufacturing Facility in Guangzhou, China | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Manufacturing Facility in Guangzhou, China | Manufacturing Facility in Guangzhou, China Manufacturing legal entity structure BeiGene Shanghai, originally established as a wholly-owned subsidiary of BeiGene HK, and currently a wholly-owned subsidiary of BeiGene Biologics, as described below, provides clinical development services for BeiGene affiliates and is the clinical trial authorization ("CTA") holder and marketing authorization application ("MAA") holder for tislelizumab in China. On March 7, 2017, BeiGene HK, a wholly owned subsidiary of the Company, and Guangzhou GET Technology Development Co., Ltd. (now Guangzhou High-tech Zone Technology Holding Group Co., Ltd.) ("GET"), entered into a definitive agreement to establish a commercial scale biologics manufacturing facility in Guangzhou, Guangdong Province, PRC. On March 7, 2017, BeiGene HK and GET entered into an Equity Joint Venture Contract (the “JV Agreement”). Under the terms of the JV Agreement, BeiGene HK made an initial cash capital contribution of RMB 200,000 and a subsequent contribution of one or more biologics assets in exchange for a 95% equity interest in BeiGene Biologics. GET made a cash capital contribution of RMB 100,000 to BeiGene Biologics, representing a 5% equity interest in BeiGene Biologics. In addition, on March 7, 2017, BeiGene Biologics entered into a contract with GET, under which GET agreed to provide a RMB 900,000 loan (the “Shareholder Loan”) to BeiGene Biologics (see Note 15). In September 2019, BeiGene Biologics completed the first phase of construction of a biologics manufacturing facility in Guangzhou, through a wholly owned subsidiary, the BeiGene Guangzhou Biologics Manufacturing Co., Ltd. ("BeiGene Guangzhou Factory"), to manufacture biologics for the Company and its subsidiaries. On April 11, 2017, BeiGene HK, GET and BeiGene Biologics amended the JV Agreement and the capital contribution agreement, among other things, to adjust the capital contribution schedules and adjust the initial term of the governing bodies and a certain management position. On April 13, 2017 and May 4, 2017, BeiGene HK made cash capital contributions of RMB 137,830 and RMB 2,415 , respectively, into BeiGene Biologics. The remainder of the cash capital contribution from BeiGene HK to BeiGene Biologics was paid on June 27, 2019. On April 14, 2017, GET made cash capital contributions of RMB 100,000 into BeiGene Biologics. On April 14, 2017, BeiGene Biologics drew down the Shareholder Loan of RMB 900,000 from GET (as further described in Note 15). In the fourth quarter of 2017, BeiGene HK and BeiGene Biologics entered into an Equity Transfer Agreement to transfer 100% of the equity interest of BeiGene Shanghai to BeiGene Biologics, as required by the JV agreement, such that the CTA holder and MAA holder for tislelizumab in China was controlled by BeiGene Biologics. The transfer consideration for the purchased interests under this Equity Transfer Agreement is the fair value of the 100% equity of BeiGene Shanghai appraised by a qualified Chinese valuation firm under the laws of the PRC. Upon the transfer of equity in BeiGene Shanghai, BeiGene HK's equity interest in BeiGene Shanghai became 95% . As of December 31, 2019 , the Company and GET held 95% and 5% equity interests in BeiGene Biologics, respectively. As of December 31, 2019 , the Company had $ 123,706 of cash and cash equivalents and $1,995 of restricted cash held by BeiGene Biologics, to be used to build the commercial scale biologics facility and to fund research and development of the Company's biologics drug candidates in China. Commercial distribution legal entity structure BeiGene (Guangzhou) Co., Ltd. (“BGC”), a wholly-owned subsidiary of BeiGene HK, was organized on July 11, 2017. On September 21, 2018, BGC acquired 100% of the equity interests of Baiji Shenzhou (Guangzhou) Pharmaceuticals Co., Ltd. (formerly known as Huajian Pharmaceuticals Co., Ltd.), which subsequently changed its name to BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. (“BPG”). BPG owns drug distribution licenses necessary to distribute pharmaceutical products in China. The Company acquired these drug distribution licenses through the acquisition of BPG, which was accounted for as an asset acquisition (see Note 4), as it is difficult to obtain a newly issued domestic drug distribution license in China. Commercial supply agreement and facility expansion In January 2018, the Company entered into a commercial supply agreement with Boehringer Ingelheim Biopharmaceuticals (China) Ltd. (“Boehringer Ingelheim”) for tislelizumab, which is being manufactured at Boehringer Ingelheim’s facility in Shanghai, China as part of a Marketing Authorization Holder (“MAH”) trial project pioneered by the Company and Boehringer Ingelheim. Under the terms of the commercial supply agreement, Boehringer Ingelheim has agreed to manufacture tislelizumab in China under an exclusive multi-year arrangement, with contract extension possible. In addition, the Company obtained certain preferred rights for future capacity expansion by Boehringer Ingelheim in China. In October 2018, the Company entered into a binding letter of intent ("LOI") with Boehringer Ingelheim to increase the amount of tislelizumab supplied under the agreement through the expansion of Boehringer Ingelheim's facility to add a second bioreactor production line. Under the terms of the binding LOI, the Company provided initial funding for the facility expansion and may make additional payments for contingency costs. This initial funding payment and any subsequent contingency payments will be credited against future purchases of tislelizumab over the term of the supply agreement. The payment was recorded as a noncurrent asset since it is considered a long-term prepayment for future product costs that will provide future benefit to the Company through credits on purchases of tislelizumab from Boehringer Ingelheim over the life of the supply agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for office and manufacturing facilities in the United States, Switzerland, and China. The leases have remaining lease terms of up to five years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets. The Company has land use rights which represent land acquired for the biologics manufacturing facility in Guangzhou, and the land acquired for the Company's research, development and office facility in Changping, Beijing. A second Guangzhou land use right was acquired in May 2019 for potential expansion of the Company's research and development activities. The land use rights represent lease prepayments and are expensed over the remaining term of the rights, which is 48 years for the initial Guangzhou land use right, 50 years for the second Guangzhou land use right and 35 years for the Changping land use right. The Company also has certain leases with terms of 12 months or less for certain equipment, office and lab space, which are not recorded on the balance sheet. The components of lease expense were as follows: Year Ended December 31, 2019 $ Operating lease cost 13,980 Variable lease cost 1,784 Short-term lease cost 1,001 Total lease cost 16,765 Total expenses under operating leases were $8,930 and $ 3,810 for the years ended December 31, 2018 and 2017, respectively. Supplemental balance sheet information related to leases was as follows: As of December 31, 2019 $ Operating lease right-of-use assets 35,555 Land use rights, net 46,965 Total operating lease right-of-use assets 82,520 Current portion of operating lease liabilities 10,814 Operating lease liabilities 25,833 Total lease liabilities 36,647 Maturities of operating lease liabilities are as follows (1): $ Year ending December 31, 2020 13,065 Year ending December 31, 2021 11,988 Year ending December 31, 2022 8,531 Year ending December 31, 2023 4,799 Year ending December 31, 2024 2,810 Thereafter 126 Total lease payments 41,319 Less imputed interest (4,672 ) Present value of lease liabilities 36,647 (1) As of December 31, 2019, the Company has additional operating leases for office facilities that have not yet commenced of $13,218 . These operating leases will commence during fiscal year 2020 with lease terms of up to five years . Other supplemental information related to leases is summarized below: Year ended December 31, 2019 $ Operating cash flows used in operating leases 12,405 ROU assets obtained in exchange for new operating lease liabilities 20,108 As of December 31, 2019 $ Weighted-average remaining lease term (years) 3 Weighted-average discount rate 7.07 % The undiscounted future minimum payments under non-cancelable operating leases as of December 31, 2018, prior to the adoption of the Lease ASUs was as follows: $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and consisted of the following: As of December 31, 2019 2018 $ $ Laboratory equipment 47,154 22,636 Leasehold improvements 24,008 18,048 Building 109,514 15,857 Manufacturing equipment 62,775 16,048 Software, electronics and office equipment 14,705 4,707 Property and equipment, at cost 258,156 77,296 Less: Accumulated depreciation (36,709 ) (19,722 ) Construction in progress 20,955 99,487 Property and equipment, net 242,402 157,061 Construction in progress ("CIP") as of December 31, 2019 and 2018 of $ 20,955 and $99,487 , respectively, primarily related to the buildout of the Guangzhou manufacturing facility. Transfers out of CIP for the year ended December 31, 2019 primarily relate to assets placed into service upon completion of the initial phase of the Guangzhou manufacturing facility, which occurred in September 2019. Transfers out of CIP during the year ended December 31, 2019 and amounts remaining in CIP as of December 31, 2019 by fixed asset class are as follows: Year ended As of December 31, December 31, 2019 2019 Transfers out of CIP CIP $ $ Building 94,374 6,014 Manufacturing equipment 47,279 8,046 Laboratory equipment 26,109 4,496 Other 16,930 2,399 Total 184,692 20,955 Subsequent phases of the Guangzhou factory buildout will continue to be recorded as CIP until they are placed into service. Depreciation expense for the years ended December 31, 2019 , 2018 and 2017 were $ 17,291 , $ 9,000 and $ 4,340 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of December 31, 2019 and December 31, 2018 are summarized as follows: December 31, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Intangible assets, net Gross Accumulated Intangible Finite-lived intangible assets: Product distribution rights 7,500 (1,750 ) 5,750 7,500 (1,000 ) 6,500 Trading license 816 (720 ) 96 816 (144 ) 672 Total finite-lived intangible assets 8,316 (2,470 ) 5,846 8,316 (1,144 ) 7,172 Product distribution rights consist of distribution rights for the approved cancer therapies licensed from BMS, ABRAXANE, REVLIMID, and VIDAZA acquired as part of the BMS collaboration. The Company is amortizing the product distribution rights over a period of 10 years . The trading license represents the Guangzhou drug distribution license acquired on September 21, 2018. The Company is amortizing the drug distribution trading license over the remainder of the license term through February 2020. Amortization expense of intangible assets for the years ended December 31, 2019 , 2018 and 2017 was $ 1,326 , $894 and $250 , respectively. As of December 31, 2019 , expected amortization expense for the unamortized finite-lived intangible assets is approximately $ 846 in 2020, $ 750 in 2021, $ 750 in 2022, $ 750 in 2023, $ 750 in 2024, and $ 2,000 in 2025 and thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income ( loss) before income taxes are as follows: Year Ended December 31, 2019 2018 2017 $ $ $ PRC (231,997 ) (130,552 ) (59,590 ) U.S. 24,478 15,036 6,928 Other (736,067 ) (574,313 ) (38,402 ) Total (943,586 ) (689,829 ) (91,064 ) The current and deferred components of the income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, 2019 2018 2017 $ $ Current Tax Expense (Benefit): PRC 16,368 6,890 2,477 U.S. 65 (377 ) 5,695 Other 12 — — Total 16,445 6,513 8,172 Deferred Tax Expense (Benefit): PRC (4,738 ) (2,682 ) 115 U.S. (4,715 ) (19,627 ) (6,052 ) Other — — — Total (9,453 ) (22,309 ) (5,937 ) Income Tax Expense (Benefit) 6,992 (15,796 ) 2,235 The reconciliation of the statutory tax rate to our effective income tax rate is as follow: Year Ended December 31, 2019 2018 2017 $ $ $ Loss before tax (943,586 ) (689,829 ) (91,064 ) China statutory tax rate 25 % 25 % 25 % Expected taxation at China statutory tax rate (235,897 ) (172,457 ) (22,766 ) Foreign and preferential tax rate differential 191,820 134,673 23,275 Non-deductible expenses (273 ) 3,166 966 Stock compensation expenses (5,698 ) (5,371 ) 1,989 Effect of tax rate change (63,395 ) 1,538 2,642 Deductible intellectual property from intercompany transfer — — (29,438 ) Change in valuation allowance 146,118 34,009 30,356 Research tax credits and incentives (25,683 ) (11,354 ) (4,789 ) Taxation for the year 6,992 (15,796 ) 2,235 Effective tax rate -0.7 % 2.3 % -2.5 % Significant components of deferred tax assets (liabilities) are as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Deferred Tax Assets: Accruals and reserves 27,304 19,193 7,756 Net operating losses carryforward 155,499 61,266 29,801 Stock-based compensation 12,651 8,642 4,639 Research tax credits 33,979 13,608 2,449 Depreciable and amortizable assets 575,128 158,639 — Lease liability obligation 7,864 — — Gross deferred tax assets 812,425 261,348 44,645 Less valuation allowance (777,583 ) (242,945 ) (36,600 ) Total deferred tax assets 34,842 18,403 8,045 Deferred tax liabilities: Depreciable and amortizable assets — — (370 ) Right of use lease asset (7,480 ) — — Total deferred tax liabilities (7,480 ) — (370 ) Net deferred tax asset 27,362 18,403 7,675 Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, the Company believes that as of December 31, 2019 it is more likely than not that certain deferred tax assets will not be realized for our subsidiaries in Australia, Switzerland, the United States, and for certain subsidiaries in China. For the years ended December 31, 2019 and 2018 , there were increases in the valuation allowance of $ 146,118 and $ 34,009 , respectively. Adjustments could be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded. As of December 31, 2019 and 2018 , the Company had net operating losses of approximately $ 810,505 and $ 300,769 , respectively, of which net operating losses as of December 31, 2019 included $12,606 from an entity in Australia that has indefinite carryforward, $ 356,884 derived from entities in the PRC which expire in years 2020 through 2024, $ 383,914 derived from an entity in Switzerland that expires in 2026, and $57,101 derived from an entity in the United States that has indefinite carryforward. The Company has approximately $ 37,011 of U.S. research tax credits which will expire between in 2036 and 2039 if not utilized. The gross unrecognized tax benefits for the years ended December 31, 2019 , 2018 and 2017 were as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Beginning balance, as of January 1 2,295 918 110 Additions based on tax positions related to prior tax years 46 11 234 Reductions based on tax positions related to prior tax years (17 ) (44 ) (91 ) Additions based on tax positions related to the current tax year 2,435 1,410 665 Reductions based on lapse of statute of limitations (126 ) — — Ending balance, as of December 31 4,633 2,295 918 Current and prior year additions include assessment of U.S. federal and state tax credits and incentives. None of the unrecognized tax benefits as of December 31, 2019 would impact the consolidated income tax rate if ultimately recognized due to valuation allowances. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months . The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. For the years ended December 31, 2019 , 2018 and 2017 , the Company's accrued interest and penalties, where applicable, related to uncertain tax positions were not material. The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally. As of December 31, 2019 , Australia tax matters are open to examination for the years 2013 through 2019, China tax matters are open to examination for the years 2014 through 2019, and U.S. federal tax matters are open to examination for years 2016 through 2019. Various U.S. states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2010 through 2019. The company qualifies for the Technology Advanced Service Enterprises (“TASE”) and High and New Technology Enterprise (“HNTE”) status for certain subsidiaries in China, which expire at the end of 2021. The income tax benefits attributable to this status for the year ended December 31, 2019 is approximately $2,600 or less than $0.01 per share outstanding. During the year ended December 31, 2019 , the Company completed intra-group transfers of certain intangible assets in anticipation of potential commercialization which resulted in the establishment of deferred tax assets that were fully offset by valuation allowances. As of December 31, 2019 , the Company continues to assert indefinite reinvestment on the excess of the financial reporting bases over tax bases in the Company's investments in foreign subsidiaries. A deferred tax liability has not been established for the approximately $9,620 of cumulative undistributed foreign earnings. Determination of the unrecognized deferred tax liability is not practicable due to uncertainty regarding the remittance structure and overall complexity of the hypothetical calculation. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets consist of the following: As of December 31, 2019 2018 $ $ Prepaid research and development costs 69,715 58,673 Prepaid taxes 9,498 10,479 Unbilled receivable — 8,612 Interest receivable 1,932 3,096 Other 9,093 9,694 Total 90,238 90,554 Other non-current assets consist of the following: As of December 31, 2019 2018 $ $ Goodwill 109 109 Prepayment of property and equipment 10,289 11,981 Payment of facility capacity expansion activities (1) 24,881 25,193 Prepaid VAT 29,967 14,671 Rental deposits and other 3,209 1,823 Total 68,455 53,777 (1) Represents a payment for a facility expansion under a commercial supply agreement. The payment will provide future benefit to the Company through credits on future supply purchases as further described in Note 8. Accrued expenses and other payables consisted of the following: As of December 31, 2019 2018 $ $ Compensation related 54,156 35,887 External research and development activities related 62,794 34,588 Commercial activities 25,645 10,433 Individual income tax and other taxes 9,648 8,030 Sales rebates and returns related 3,198 4,749 Other 8,115 6,727 Total accrued expenses and other payables 163,556 100,414 Other long-term liabilities consist of the following: As of December 31, 2019 2018 $ $ Deferred revenue, non-current portion — 9,842 Deferred government grant income 46,391 37,851 Other 171 1,080 Total other long-term liabilities 46,562 48,773 |
Long-Term Bank Loan
Long-Term Bank Loan | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Bank Loan | Long-Term Bank Loan On September 2, 2015, BeiGene Suzhou entered into a loan agreement with Suzhou Industrial Park Biotech Development Co., Ltd. and China Construction Bank to borrow RMB 120,000 at a 7% fixed annual interest rate. The loan was secured by BeiGene Suzhou's equipment and the Company's rights to a PRC patent on a drug candidate. In September 2018, the Company repaid the first tranche of $ 8,736 (RMB 60,000 ). In September 2019, the Company repaid the remaining principal outstanding of $ 8,394 (RMB 60,000 ). On April 4, 2018, BeiGene Guangzhou Factory entered into a nine -year loan agreement with China Construction Bank to borrow an RMB denominated loan of RMB 580,000 at a floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan is secured by BeiGene Guangzhou Factory’s land use right. Interest expense will be paid quarterly until the loan is fully settled. As of December 31, 2019, the Company has fully drawn down $83,311 (RMB 580,000 ) of this loan. The loan interest rate was 4.9% for the year ended December 31, 2019, and the maturity dates range from 2021 to 2027. On September 3, 2019, BeiGene Shanghai entered into a three -year working capital loan facility with Industrial Bank Co., Ltd. ("Industrial Bank") to borrow up to RMB 348,000 at a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions. The loan facility was secured with RMB deposited at Industrial Bank and the loan interest rate was 4.85% . Interest expense was payable quarterly until the loan was fully settled. In December 2019, the Company repaid the outstanding principal of $24,419 (RMB 170,000 ). Interest expense recognized for the years ended December 31, 2019 , 2018 and 2017 amounted to $ 4,732 , $ 2,253 and $ 1,260 , respectively, among which, $2,412 , $575 and nil was capitalized, respectively. |
Shareholder Loan
Shareholder Loan | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block | |
Shareholder Loan | Shareholder Loan On March 7, 2017, BeiGene Biologics entered into the Shareholder Loan Contract with GET, pursuant to which GET agreed to provide the Shareholder Loan of RMB 900,000 to BeiGene Biologics. The Shareholder Loan has a conversion feature, settled in a variable number of shares of common stock upon conversion (the “debt-to-equity conversion”). On April 14, 2017, BeiGene Biologics drew down the entire Shareholder Loan of RMB 900,000 from GET. Key features of the Shareholder Loan The Shareholder Loan bears simple interest at a fixed rate of 8% per annum. No interest payment is due or payable prior to the repayment of the principal or the debt-to-equity conversion. The term of the Shareholder Loan is 72 months , commencing from the actual drawdown date of April 14, 2017 and ending on April 13, 2023, unless converted earlier. The Shareholder Loan may be repaid or converted, either partially or in full, into an additional mid-single digit percentage equity interest in BeiGene Biologics prior to its maturity date, pursuant to the terms of the JV Agreement. BeiGene Biologics has the right to make early repayment at any time; provided, however, that if repayment is to occur before the debt-to-equity conversion it would require written approval of both BeiGene Biologics and GET. Upon conversion of the shareholder loan, GET will receive an additional equity interest in BeiGene Biologics, which will be based on the formula outlined in the JV Agreement. The Shareholder Loan can only be used for BeiGene Biologics, including the construction and operation of the biologics manufacturing facility and research and development and clinical trials to be carried out by BeiGene Biologics. If BeiGene Biologics does not use the Shareholder Loan proceeds for the specified purposes, GET may be entitled to certain liquidated damages. In the event of an early termination of the JV Agreement, the Shareholder Loan will become due and payable at the time of termination of the JV Agreement. Accounting for the Shareholder Loan The Shareholder Loan is classified as a long-term liability and initially measured at the principal of RMB 900,000 . Interest will be accrued based on the interest rate of 8% per annum. As the Shareholder Loan may be share-settled by a number of shares with a fair value equal to a fixed settlement amount, the settlement is not viewed as a conversion feature, but as a redemption feature because the settlement amount does not vary with the share price. This in-substance redemption feature does not require bifurcation because it is clearly and closely related to the debt host that does not involves a substantial premium or discount. Since there is no conversion feature embedded in the Shareholder Loan, no beneficial conversion feature was recorded. There are no other embedded derivatives that are required to be bifurcated. The portion of interest accrued on the Shareholder Loan related to borrowings used to construct the BeiGene factory in Guangzhou is being capitalized in accordance with ASC 835-20, Interest – Capitalization of Interest. For the years ended December 31, 2019 , 2018 and 2017 , total interest expense generated from the Shareholder Loan was $ 10,423 , $10,894 and $7,649 , respectively, among which, $ 2,445 , $3,112 and $614 |
Product Revenue
Product Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Product Revenue | Product Revenue The Company’s product sales are derived from the sale of ABRAXANE, REVLIMID, and VIDAZA in China under a distribution license from BMS. Following FDA approval on November 14, 2019, the Company launched its first internally developed drug, BRUKINSA, and began generating product revenues in the United States. The table below presents the Company’s net product sales for the years ended December 31, 2019 , 2018 and 2017 . Year Ended December 31, 2019 2018 2017 $ $ $ Product revenue - gross 228,760 138,046 28,428 Less: Rebates and sales returns (6,164 ) (7,161 ) (4,000 ) Product revenue - net 222,596 130,885 24,428 The following table presents the rollforward of accrued sales rebates and returns for the years ended December 31, 2019 and December 31, 2018 . Sales Rebates and Returns $ Balance as of December 31, 2017 3,997 Accrual 7,161 Payment (6,409 ) Balance as of December 31, 2018 4,749 Accrual 6,164 Payment (7,715 ) Balance as of December 31, 2019 3,198 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Loss per share was calculated as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Numerator: Net loss attributable to BeiGene, Ltd. (948,628 ) (673,769 ) (93,105 ) Denominator: Weighted average shares outstanding for computing basic and diluted loss per share 780,701,283 720,753,819 543,185,460 Net loss per share attributable to BeiGene, Ltd., basic and diluted (1.22 ) (0.93 ) (0.17 ) For the years ended December 31, 2019 , 2018 and 2017 , the computation of basic loss per share using the two-class method was not applicable, as the Company was in a net loss position. The effects of all share options and restricted share units were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive during the years ended December 31, 2019 , 2018 and 2017 . |
Share-Based Compensation Expens
Share-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation Expense | Share-Based Compensation Expense 2016 Share Option and Incentive Plan On January 14, 2016, in connection with its U.S. IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective on February 2, 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that are cancelled or forfeited without issuance of ordinary shares. As of December 31, 2019 , ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,152,236 . The 2016 Plan provided for an annual increase in the shares available for issuance, to be added on the first day of each fiscal year, beginning on January 1, 2017, equal to the lesser of (i) five percent (5)% of the outstanding shares of the Company's ordinary shares on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Company’s board of directors or the compensation committee. On January 1, 2018, 29,603,616 ordinary shares were added to the 2016 Plan under this provision. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated 2016 Plan to remove this "evergreen" provision and implement other changes required by the Hong Kong Stock Exchange ("HKEx") rules. In December 2018, the board of directors approved a second amended and restated 2016 Plan to increase the number of shares authorized for issuance by 38,553,159 ordinary shares, as well as amend the cap on annual compensation to independent directors and make other changes. The number of shares available for issuance under the 2016 Plan is subject to adjustment in the event of a share split, share dividend or other change in the Company’s capitalization. As of December 31, 2019 , share-based awards to acquire 32,221,058 ordinary shares were available for future grant under the 2016 Plan. 2018 Inducement Equity Plan On June 6, 2018, the board of directors of the Company approved the 2018 Inducement Equity Plan (the “2018 Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The 2018 Plan was approved by the board of directors upon recommendation of the compensation committee, without shareholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The terms and conditions of the 2018 Plan, and the forms of award agreements to be used thereunder, are substantially similar to the 2016 Plan and the forms of award agreements thereunder. In August 2018, in connection with the listing of the Company’s ordinary shares on the HKEx, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the HKEx rules. As of December 31, 2019 , share-based awards to acquire 8,770,046 ordinary shares were available for future grant under the 2018 Plan. 2018 Employee Share Purchase Plan On June 6, 2018, the shareholders of the Company approved the 2018 Employee Share Purchase Plan (the “ESPP”). Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implement other changes required by the HKEx rules. In December 2018, the board of directors approved a second amended and restated ESPP to increase the number of shares authorized for issuance by 3,855,315 ordinary shares to 7,355,315 ordinary shares. The ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months, at a 15% discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10% of their eligible earnings, subject to applicable limitations. On February 28, 2019, the Company issued 154,505 ordinary shares to employees for aggregate proceeds of $1,385 under the ESPP. The purchase price of the shares was $116.49 per ADS, or $8.96 per ordinary share, which was discounted in accordance with the terms of the ESPP from the closing price on NASDAQ on February 28, 2019 of $137.05 per ADS, or $10.54 per ordinary share. On August 30, 2019, the Company issued 233,194 ordinary shares to employees for aggregate proceeds of $2,192 under the ESPP. The purchase price of the shares was $122.19 per ADS, or $9.40 per ordinary share, which was discounted in accordance with the terms of the ESPP from the closing price on NASDAQ on August 30, 2019 of $143.75 per ADS, or $11.06 per ordinary share. As of December 31, 2019 , 6,966,550 ordinary shares were available for future issuance under the ESPP. Share options Generally, options have a contractual term of 10 years and vest over a three - to five -year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares and restricted share units vest over a four -year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter. The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans: Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ $ Years $ Outstanding at December 31, 2016 77,079,743 1.31 Granted 62,085,462 3.73 2.65 Exercised (5,887,193 ) 0.82 24,723 Forfeited (6,275,115 ) 2.52 Outstanding at December 31, 2017 127,002,897 2.45 Granted 9,387,885 12.32 7.08 Exercised (13,841,036 ) 2.23 132,687 Forfeited (6,467,099 ) 3.59 Outstanding at December 31, 2018 116,082,647 3.21 Granted 12,641,590 9.38 5.06 Exercised (16,730,441 ) 2.60 171,429 Forfeited (3,576,542 ) 5.09 Outstanding at December 31, 2019 108,417,254 3.96 6.94 953,925 Exercisable as of December 31, 2019 64,465,095 2.48 6.24 662,541 Vested and expected to vest at December 31, 2019 104,022,039 3.87 6.90 924,787 As of December 31, 2019 , the unrecognized compensation cost related to 39,556,944 unvested share options expected to vest was $137,022 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.0 years . The total fair value of employee share option awards vested during the years ended December 31, 2019 , 2018 and 2017 was $58,670 , $55,642 and $20,440 , respectively. Fair value of options The Company uses the binomial option-pricing model in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company’s own share price movement has not been long enough to match the life of the share option. Therefore, the Company has made reference to the historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management’s estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2019 2018 2017 Fair value of ordinary share $4.64 ~ $8.28 $4.30 ~ $8.85 $2.39 ~ $8.71 Risk-free interest rate 1.5% ~ 2.8% 2.5% ~ 3.1% 2.2% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 58% ~ 60% 60% ~ 64% 99% ~ 100% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years Restricted shares The following table summarizes the Company’s restricted share activities under the 2016 Plan: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 1,075,000 2.16 Granted 300,000 2.95 Vested (268,750 ) 2.04 Forfeited (300,000 ) 2.95 Outstanding at December 31, 2017 806,250 2.16 Granted — — Vested (387,500 ) 2.12 Forfeited (118,750 ) 2.04 Outstanding at December 31, 2018 300,000 2.25 Granted — — Vested (75,000 ) 2.27 Forfeited (150,000 ) 2.24 Outstanding at December 31, 2019 75,000 2.27 Expected to vest at December 31, 2019 67,500 2.27 The Company had no non-employee restricted share activities during the year ended December 31, 2019 . As of December 31, 2019 , the unrecognized compensation cost related to unvested restricted shares expected to vest was $153 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 0.7 years . Restricted share units The following table summarizes the Company's restricted share unit activities under the 2016 and 2018 Plans: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 — — Granted 1,469,442 7.55 Vested — — Forfeited — — Outstanding at December 31, 2017 1,469,442 7.55 Granted 14,079,598 12.07 Vested (689,130 ) 8.33 Forfeited (757,458 ) 10.89 Outstanding at December 31, 2018 14,102,452 11.85 Granted 18,637,333 10.10 Vested (3,474,068 ) 11.75 Forfeited (2,413,450 ) 11.07 Outstanding at December 31, 2019 26,852,267 10.72 Expected to vest at December 31, 2019 24,167,040 10.72 As of December 31, 2019 , the unrecognized compensation cost related to unvested restricted share units expected to vest was $226,985 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 3.2 years . The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 $ $ $ Research and development 76,293 54,384 30,610 Selling, general and administrative 57,861 32,743 12,253 Total 134,154 87,127 42,863 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive (Loss) Income The movement of accumulated other comprehensive (loss) income is as follows: Foreign Currency Translation Adjustments Unrealized Gains/Losses on Available-for-Sale Securities Total $ $ $ December 31, 2017 (85 ) (395 ) (480 ) Adjustment for the opening balance of accumulated other comprehensive loss 263 — 263 January 1, 2018 178 (395 ) (217 ) Other comprehensive (loss) income before reclassifications (390 ) 4,081 3,691 Amounts reclassified from accumulated other comprehensive loss — (1,948 ) (1,948 ) Net-current period other comprehensive (loss) income (390 ) 2,133 1,743 December 31, 2018 (212 ) 1,738 1,526 Other comprehensive (loss) income before reclassifications (9,079 ) 5,596 (3,483 ) Amounts reclassified from accumulated other comprehensive loss — (6,044 ) (6,044 ) Net-current period other comprehensive loss (9,079 ) (448 ) (9,527 ) December 31, 2019 (9,291 ) 1,290 (8,001 ) |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Follow-on public offerings During the years ended December 31, 2019, 2018 and 2017, the Company completed the following follow-on public offerings: On August 16, 2017, the Company completed a follow-on public offering at a price of $71.00 per ADS, or $5.46 per ordinary share. In this offering, the Company sold 2,465,000 ADSs representing 32,045,000 ordinary shares. Additionally, the underwriters exercised their option to purchase an additional 369,750 ADSs representing 4,806,750 ordinary shares from the Company. Net proceeds from this offering, including the underwriter option, after deducting the underwriting discounts and offering expenses, were $188,517 . On January 22, 2018, the Company completed a follow-on public offering under the Company’s effective registration statement on Form S-3 at a price of $101.00 per ADS, or $7.77 per ordinary share. In this offering, the Company sold 7,425,750 ADSs representing 96,534,750 ordinary shares. Additionally, the underwriters exercised their option to purchase an additional 495,050 ADSs representing 6,435,650 ordinary shares from the Company. Net proceeds from this offering, including the underwriter option, after deducting the underwriting discounts and offering expenses, were $757,587 . On August 8, 2018, the Company completed an initial public offering of its ordinary shares on The Hong Kong Stock Exchange Limited and a follow-on public offering of its ADS on the NASDAQ Global Select Market under the Company's effective registration statement on Form S-3 at a price of $13.76 per ordinary share, or $178.90 per ADS. In this offering, the Company sold 65,600,000 ordinary shares. Net proceeds after deducting underwriting discounts and commissions and offering expenses were $869,709 . Share Subscription Agreement On August 31, 2017, the Company sold 32,746,416 of its ordinary shares to BMS for an aggregate cash price of $150,000 , or $4.58 per ordinary share, or $59.55 per ADS, pursuant to a Share Subscription Agreement in connection with the entry into the A&R PD-1 License Agreement. Proceeds from the issuance are recorded net of $72 of fees related to the share issuance. The offer and sale of the shares issued pursuant to the Share Subscription Agreement was made in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Net Assets Disclosure [Abstract] | |
Restricted Net Assets | Restricted Net Assets The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above-mentioned restrictions on distributable profits. During the years ended December 31, 2019 , 2018 and 2017 , no appropriation to statutory reserves was made because the PRC subsidiaries had substantial losses during such periods. As a result of these PRC laws and regulations including the requirement to make annual appropriations of at least 10% of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2019 and 2018 , amounts restricted are the net assets of the Company’s PRC subsidiaries, which amounted to $ 109,633 and $ 93,281 , respectively. |
Employee Defined Contribution P
Employee Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Defined Contribution Plans | Employee Defined Contribution Plans Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $ 23,282 , $ 12,713 and $ 4,103 for the years ended December 31, 2019 , 2018 and 2017 , respectively. During the year ended December 31, 2016, the Company implemented a defined contribution 401(k) savings plan (the "401(k) Plan") for U.S. employees. The 401(k) Plan covers all U.S. employees, and allows participants to defer a portion of their annual compensation on a pretax basis. In addition, the Company implemented a matching contribution to the 401(k) Plan, matching 50% of an employee's contribution up to a maximum of 3% of the participant's compensation. Company contributions to the 401(k) plan totaled $ 2,389 , $ 1,275 and $455 in the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company maintains a government mandated program to cover employees of its wholly owned subsidiary in Switzerland for pension, death or disability. The pension arm of the program is considered a defined contribution plan. Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors. Company contributions into the program amounted to $528 , $55 , and nil in the years ended December 31, 2019 , 2018 and 2017 , respectively. Employee benefits for the remaining subsidiaries were immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of December 31, 2019 , the Company had purchase commitments amounting to $128,532 , of which $97,203 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $31,329 related to binding purchase order obligations of inventory from BMS. The Company does not have any minimum purchase requirements for inventory from BMS. Capital commitments The Company had capital commitments amounting to $42,074 for the acquisition of property, plant and equipment as of December 31, 2019 , which were mainly for BeiGene Guangzhou Factory’s manufacturing facility and expansion of BGC's research and development activities in Guangzhou, China. Other Business Agreements The Company enters into agreements in the ordinary course of business with contract research organizations ("CROs") to provide research and development services. These contracts are generally cancelable at any time by the Company with prior written notice. The Company also enters into collaboration agreements with institutions and companies to license intellectual property. The Company may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with its collaboration agreements. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. These commitments are not recorded on the consolidated balance sheet because the achievement and timing of these milestones are not fixed and determinable. When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table summarizes the unaudited statements of operations for each quarter of 2019 and 2018 (in thousands except share and per share amounts). The unaudited quarterly information has been prepared on a basis consistent with the audited financial statements and includes all adjustments that the Company considers necessary for a fair presentation of the information shown. The operating results for any fiscal quarter are not necessarily indicative of the operating results for a full fiscal year or for any future period and there can be no assurances that any trend reflected in such results will continue in the future. Quarter Ended March 31, June 30, September 30, December 31, 2019 $ $ $ $ Revenue 77,833 243,346 50,141 56,892 Loss from operations (173,755 ) (85,833 ) (312,266 ) (388,037 ) Net loss (168,069 ) (85,954 ) (308,660 ) (387,895 ) Net loss attributable to ordinary shareholders (167,640 ) (85,570 ) (307,357 ) (388,061 ) Basic and diluted net loss per share (1) (0.22 ) (0.11 ) (0.39 ) (0.49 ) Quarter Ended March 31, June 30, September 30, December 31, 2018 $ $ $ $ Revenue 32,544 52,804 54,202 58,670 Loss from operations (110,809 ) (163,050 ) (151,102 ) (280,808 ) Net loss (105,116 ) (157,715 ) (144,492 ) (266,710 ) Net loss attributable to ordinary shareholders (104,596 ) (156,887 ) (144,031 ) (268,255 ) Basic and diluted net loss per share (1) (0.16 ) (0.22 ) (0.19 ) (0.35 ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one segment: pharmaceutical products. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance and allocates resources on a consolidated basis. The Company’s long-lived assets are substantially located in the PRC. Net product revenues by geographic area are based upon the location of the customer, and net collaboration revenue is recorded in the jurisdiction in which the related income is expected to be sourced from. Total net revenues by geographic area are presented as follows: Year Ended December 31, 2019 2018 2017 $ $ $ PRC 221,557 132,385 24,428 U.S. 134,689 42,793 138,423 Other 71,966 23,042 75,536 Total 428,212 198,220 238,387 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 2, 2020, following approval by the Company's shareholders and satisfaction of other closing conditions, the Company announced the closing of its global strategic oncology collaboration with Amgen for the commercialization and development in China of Amgen’s XGEVA, KYPROLIS, and BLINCYTO, and the joint global development of 20 oncology assets in Amgen’s pipeline, with BeiGene responsible for development and commercialization in China. In connection with the collaboration, Amgen purchased a 20.5% stake in BeiGene for approximately $2.8 billion in cash at $174.85 per ADS. On January 13, 2020, the Company entered into an exclusive development and commercialization agreement for the orphan biologic products SYLVANT ® (siltuximab) and QARZIBA ® (dinutuximab beta) in Greater China with EUSA Pharma ("EUSA"). Under the terms of the agreement, EUSA granted the Company exclusive rights to SYLVANT in Greater China and to QARZIBA in mainland China. Under the agreement, the Company has agreed to fund and undertake all clinical development and regulatory submissions in the territories, and plans to launch and commercialize both products once approved. EUSA received a $40 million upfront payment and will be eligible to receive payments upon the achievement of regulatory and commercial milestones up to a total of $160 million . EUSA will also be eligible to receive tiered royalties on future product sales. Coronavirus Disease 2019 (COVID-19) Beginning in January 2020, the novel coronavirus (COVID-19) outbreak originating in Wuhan, China has impacted the Company’s operations in China, including commercial sales, regulatory interactions and inspections, and clinical trial recruitment and participation. Given the uncertainty of the situation, the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, identifying separate accounting units and the standalone selling price of each performance obligation in the Company’s revenue arrangements, estimating the fair value of net assets acquired in business combinations, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, measurement of right-of-use assets and lease liabilities and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. |
Functional Currency and Foreign Currency Translation | Functional Currency and Foreign Currency Translation Functional currency The Company uses the United States dollar ("$" or "U.S. dollar") as its reporting currency. Operations in subsidiaries are recorded in the functional currency of the respective subsidiary. The determination of functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters. Foreign currency translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. |
Restricted Cash | Restricted cash Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for bank loans and letters of credit. The Company classifies restricted cash as current or non-current based on the term of the restriction. |
Accounts Receivable | Accounts Receivable |
Inventory | Inventory Prior to the regulatory approval of product candidates, the Company may incur expenses for the manufacture of drug product to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, all such costs are recorded as research and development expenses as incurred. To date the Company's inventory has consisted entirely of finished goods inventory purchased from Celgene Logistics Sàrl, a Bristol-Myers Squibb company ("BMS"). Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations. There have been no write-downs or reserves against inventory to date. |
Short-Term Investments | Short-Term Investments Investments with original maturities of greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term. Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company’s fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2019 and 2018 . Available-for-sale debt securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security’s amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Software, Electronic and Office Equipment 3 to 5 years Leasehold Improvements Lesser of useful life or lease term |
Leases | Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification, Topic 842, Leases ("ASC 842") using the effective date method. The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of December 31, 2019 . The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a right-of-use ("ROU") asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option. Operating leases are included in operating lease right-of-use assets and lease liabilities on the consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities. Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. |
Land Use Right, Net | Land Use Right, Net All land in the PRC is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. In 2017, the Company acquired a land use right from the local Bureau of Land and Resources in Guangzhou for the purpose of constructing and operating the biologics manufacturing facility in Guangzhou. In 2019, the Company acquired a second Guangzhou land use right from the local Bureau of Land and Resources in Guangzhou. Both Guangzhou land use rights are being amortized over the respective terms of the land use rights, which are each 50 years . |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations. The acquisition method of accounting requires all of the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, and (iv) recognizing and measuring goodwill or a gain from a bargain purchase. The consideration transferred in a business combination is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) acquisition consideration, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations as a gain. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include, but are not limited to, future expected cash flows from acquired assets, timing and probability of success of clinical events and regulatory approvals, and assumptions on useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Additional information, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to us may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances would indicate a potential impairment. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company's reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's evaluation of relevant events and circumstances affecting the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's ADSs. If qualitative factors indicate that it is more likely than not that the Company's reporting unit’s fair value is less than its carrying amount, then the Company will perform the quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. For the years ended December 31, 2019 , 2018 and 2017 the Company determined that there were no indicators of impairment of goodwill. Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Acquired identifiable intangible assets consist of distribution rights for approved cancer therapies licensed from BMS, ABRAXANE ® , REVLIMID®, and VIDAZA®, and are amortized on a straight-line basis over the estimated useful lives of the assets, which is 10 years , and the trading license which represents the Guangzhou drug distribution license acquired on September 21, 2018 (see Note 4). The Company is amortizing the trading license over the remainder of the license term through February 2020. Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2019 , 2018 and 2017, the Company determined that there were no indicators of impairment of its other intangible assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Fair Value Measurements | Fair Value Measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, long-term bank loans, Shareholder Loan (as defined in Note 15) and accounts payable. As of December 31, 2019 and 2018 , the carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities. The available-for-sale debt securities are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive loss. The long-term bank loans and Shareholder Loan approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities. The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1)market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. Product revenue The Company's product revenues are generated from the sale of ABRAXANE, REVLIMID, and VIDAZA to its product distributor in China, the Company's sole customer in China. The first tier distributor subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients. Following FDA approval on November 14, 2019, the Company began selling its first internally developed drug, BRUKINSA, in the United States to specialty pharmacies and specialty distributors, the Company's U.S. customers. The specialty pharmacies and specialty distributors subsequently resell the product to health care providers and patients. The Company is the principal under the product sales as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to the customer. For product sales transactions, the Company has a single performance obligation which is to sell the products to its customer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the customer. The Company's payment terms are approximately 60-90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. In China, rebates, including price compensation credits, are offered to distributors, consistent with pharmaceutical industry practices. The Company records a provision for rebates at the time of sale based on contracted rates and historical redemption rates. Assumptions used to establish the provision include the level of distributor inventories, sales volumes and contract pricing and estimated acceptance of government pricing or reimbursement amounts (such as provincial acceptance of the National Reimbursement Drug List pricing in the PRC). The Company regularly reviews the information related to these estimates and adjusts the provision accordingly. In the United States, estimates for variable consideration for which reserves are established at the time of sale include government rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its US customers, health care providers and other indirect customers. Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as our historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. U.S. product revenues and related reserves for variable consideration were not significant for the year ended December 31, 2019 as the Company did not begin generating product revenue in the United States until after BRUKINSA received FDA approval on November 14, 2019. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. For newly launched products where actual returns history is not yet available, the sales returns allowance is initially calculated based on benchmarking data from similar products and industry experience. If the historical or benchmarking data the Company uses to calculate these estimates do not properly reflect future returns, then a change in the allowance would be made in the period in which such a determination is made and revenues in that period could be materially affected. Any changes from the historical trend rates are considered in determining the current sales return allowance. To date, sales returns have not been significant. Collaboration revenue At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above. The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable, up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Research and Development Services: The portion of the transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs. R&D reimbursement revenue for revenue attributable to the clinical trials that BMS had opted into is recognized as delivery or performance of such services occurs. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process. Regulatory milestones are included in the transaction price in the period regulatory approval is obtained. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent costs associated with the collaborative arrangements, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses. Clinical trial costs are a significant component of the Company’s research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates. Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. There were no material adjustments for a change in estimate to research and development expenses in the accompanying consolidated financial statements for the years ended December 31, 2019 , 2018 and 2017 . Acquired In-Process Research and Development Expense The Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized. |
Government Grants | Government Grants Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other non-operating income upon receipt. In the event government grants or incentives involve continuing performance obligations, the Company will capitalize the payment as a liability and recognize the same financial statement caption as the performance obligation relates over the performance period. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive loss includes net loss, foreign currency translation adjustments and unrealized holding gains/losses associated with the available-for-sale debt securities, and is presented in the consolidated statements of comprehensive loss. |
Share-Based Compensation | Share-Based Compensation Awards granted to employees The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company’s grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options is calculated using an option pricing model. The fair value of restricted shares and restricted share units are based on the closing market price of our ADSs on the NASDAQ Global Select Market on the date of grant. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model. Awards granted to non-employees The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty’s performance is completed as there is no associated performance commitment. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees. The Company estimated the fair value of share options granted to non-employees using the same method as employees. Modification of awards A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes in the financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Loss Per Share | Loss Per Share Loss per share is calculated in accordance with ASC 260, Earnings per Share . Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s restricted shares are participating securities because they have contractual rights to share in the profits of the Company. However, the restricted shares do not have contractual rights and obligations to share in the losses of the Company. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible preferred shares using the if-converted method, and ordinary shares issuable upon the conversion of the share options and unvested restricted shares, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Basic and diluted loss per ordinary share is presented in the Company’s consolidated statements of operations. |
Segment Information | Segment Information In accordance with ASC 280, Segment Reporting, the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment: pharmaceutical products. |
Concentration of Risks | Concentration of Risks Concentration of credit risk Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and short-term investments. The carrying amounts of cash and cash equivalents and short-term investments represent the maximum amount of loss due to credit risk. As of December 31, 2019 and 2018 , $618,011 and $712,937 were deposited with various major reputable financial institutions located in the PRC and international financial institutions outside of the PRC. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. As of December 31, 2019 and 2018 , the Company had short-term investments amounting to $364,728 and $1,068,509 , respectively. At December 31, 2019 , the Company’s short-term investments were comprised of U.S. treasury securities. The Company believes that U.S. treasury securities are of high credit quality and continually monitor the credit worthiness of these institutions. Customer concentration risk For the years ended December 31, 2019 , 2018 and 2017, substantially all of the Company's revenue was from BMS and our product distributor, China Resources, in China. Business, customer, political, social and economic risks The Company participates in a dynamic biopharmaceutical industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations or cash flows: changes in the overall demand for services and products; competitive pressures due to new entrants; advances and new trends in new drugs and industry standards; changes in clinical research organizations, contract manufacturers and other key vendors; changes in certain strategic relationships or customer relationships; regulatory considerations; intellectual property considerations; and risks associated with the Company’s ability to attract and retain employees necessary to support its growth. The Company’s operations could be also adversely affected by significant political, economic and social uncertainties in the PRC. Currency convertibility risk A significant portion of the Company’s expenses, assets and liabilities are denominated in RMB. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that the RMB may be readily convertible into U.S. dollar or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approvals of foreign currency payments by the PBOC or other institutions require submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. Additionally, the value of the RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. Foreign currency exchange rate risk From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. For RMB against U.S. dollar, there was depreciation of approximately 1.3% , depreciation of approximately 5.7% and appreciation of approximately 6.5% , in the years ended December 31, 2019 , 2018 and 2017 . It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that the Company needs to convert U.S. dollar into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. In addition, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Company’s earnings or losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New accounting standards which have been adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-2, Leases . Subsequently, the FASB issued ASU 2018-1, Land Easement Practical Expedient , which provides an optional transition practical expedient for land easements, ASU 2018-10, Codification Improvements to Topic 842, Leases , which clarifies certain aspects of the guidance issued in ASU 2016-2; ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an additional transition method and a practical expedient for separating components of a contract for lessors, ASU 2018-20, Leases (Topic 842)- Narrow-Scope Improvements for Lessors , which allows certain accounting policy elections for lessors; and ASU 2019-1, Leases (Topic 842): Codification Improvements , which clarifies certain aspects of the guidance (collectively, the "Lease ASUs"). The Lease ASUs require lessees to recognize assets and liabilities related to lease arrangements longer than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance was effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial adoption. The guidance permits entities to choose to use either its effective date or the beginning of the earliest period presented in the financial statements as its date of initial application. The Company adopted the new standard effective January 1, 2019 using the effective date method and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption, the Company recognized a lease liability of $27,446 , with corresponding ROU assets of $25,978 based on the present value of the remaining minimum rental payments under existing operating leases. The difference between the lease liability and right-of-use asset relates to the reversal of existing deferred rent and prepaid rent balances of $1,739 and $271 , respectively. Additionally, the Company reclassified its land use rights of $45,058 to ROU assets upon adoption. The adoption of the standard did not impact the Company’s consolidated statements of operations or cash flows. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update provides companies the option to reclassify to retained earnings the income tax accounting effects related to items originating in accumulated other comprehensive income ("AOCI") as a result of the U.S. Tax Cuts and Jobs Act ("TCJA") enacted on December 22, 2017. This update was effective in fiscal years, including interim periods, beginning after December 15, 2018, with early adoption permitted. None of the income tax accounting effects of the TCJA related to items that originated in AOCI and thus adopting of this standard did not have any impact on the Company’s consolidated financial statements. Other tax effects of items that originate in AOCI will be removed when the underlying circumstance which gives rise to the tax impact no longer exists, based on an aggregate portfolio approach. Impact of adopted accounting standards The cumulative effect of changes made to the Company’s consolidated January 1, 2019 balance sheet for the adoption of the Lease ASUs were as follows: Balance at Adjustments Balance at December 31, Due to January 1, 2018 Lease ASUs 2019 $ $ $ Assets: Prepaid expenses and other current assets 90,554 (271 ) 90,283 Land use right, net 45,058 (45,058 ) — Operating lease right-of-use assets — 71,036 71,036 Liabilities: Accrued expenses and other payables 100,414 (888 ) 99,526 Current portion of operating lease liabilities — 8,684 8,684 Operating lease liabilities — 18,762 18,762 Other long-term liabilities 48,773 (851 ) 47,922 New accounting standards which have not yet been adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). Subsequently, the FASB issued ASU 2019-05, Financial Instruments- Credit Losses (Topic 326): Targeted Transition Relief and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments- Credit Losses . The amendments in ASU 2016-13 update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that are U.S. SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company does not currently anticipate the adoption of this ASU to have a material impact to its financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement . The update eliminates, modifies, and adds certain disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The added disclosure requirements and the modified disclosure on the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented. All other changes to disclosure requirements in this update should be applied retrospectively to all periods presented upon their effective date. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The update is effective in fiscal years beginning after December 15, 2019, and interim periods therein, and early adoption is permitted for entities that have adopted ASC 606. This guidance should be applied retrospectively to the date of initial application of Topic 606. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This update simplifies the accounting for income taxes as part of the FASB's overall initiative to reduce complexity in accounting standards. The amendments include removal of certain exceptions to the general principles of ASC 740, Income taxes , and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. The update is effective in fiscal years beginning after December 15, 2020, and interim periods therein, and early adoption is permitted. Certain amendments in this update should be applied retrospectively or modified retrospectively, all other amendments should be applied prospectively. The Company is currently evaluating the impact on its financial statements of adopting this guidance. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Life | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Software, Electronic and Office Equipment 3 to 5 years Leasehold Improvements Lesser of useful life or lease term December 31, 2019 and amounts remaining in CIP as of December 31, 2019 by fixed asset class are as follows: Year ended As of December 31, December 31, 2019 2019 Transfers out of CIP CIP $ $ Building 94,374 6,014 Manufacturing equipment 47,279 8,046 Laboratory equipment 26,109 4,496 Other 16,930 2,399 Total 184,692 20,955 Property and equipment are recorded at cost and consisted of the following: As of December 31, 2019 2018 $ $ Laboratory equipment 47,154 22,636 Leasehold improvements 24,008 18,048 Building 109,514 15,857 Manufacturing equipment 62,775 16,048 Software, electronics and office equipment 14,705 4,707 Property and equipment, at cost 258,156 77,296 Less: Accumulated depreciation (36,709 ) (19,722 ) Construction in progress 20,955 99,487 Property and equipment, net 242,402 157,061 |
Summary of assets and liabilities measured at fair value on a recurring basis | The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : As of December 31, 2019 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Short-term investment (Note 6): U.S. treasury securities 364,728 — — Cash equivalents U.S. treasury securities 16,442 Money market funds 50,461 — — Total 431,631 — — As of December 31, 2018 Quoted Price Significant Significant $ $ $ Short-term investment (Note 6): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — |
Schedule of cumulative effect of changed made to balance sheet | The cumulative effect of changes made to the Company’s consolidated January 1, 2019 balance sheet for the adoption of the Lease ASUs were as follows: Balance at Adjustments Balance at December 31, Due to January 1, 2018 Lease ASUs 2019 $ $ $ Assets: Prepaid expenses and other current assets 90,554 (271 ) 90,283 Land use right, net 45,058 (45,058 ) — Operating lease right-of-use assets — 71,036 71,036 Liabilities: Accrued expenses and other payables 100,414 (888 ) 99,526 Current portion of operating lease liabilities — 8,684 8,684 Operating lease liabilities — 18,762 18,762 Other long-term liabilities 48,773 (851 ) 47,922 |
Collaborative and Licensing A_2
Collaborative and Licensing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of Total Collaboration Revenue Recognized | The following table summarizes total collaboration revenue recognized for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 Revenues from Collaboration Partners $ $ $ License revenue — — 211,391 Reimbursement of research and development costs 27,634 56,776 — Research and development service revenue 27,982 10,559 2,568 Other 150,000 — — Total 205,616 67,335 213,959 Year Ended December 31, 2019 2018 2017 Research and development payments to Collaboration Partners $ $ $ Upfront payments 50,000 89,000 — Milestone payments — 3,000 — Total 50,000 92,000 — The table below presents the Company’s net product sales for the years ended December 31, 2019 , 2018 and 2017 . Year Ended December 31, 2019 2018 2017 $ $ $ Product revenue - gross 228,760 138,046 28,428 Less: Rebates and sales returns (6,164 ) (7,161 ) (4,000 ) Product revenue - net 222,596 130,885 24,428 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of purchase price | The following summarizes the purchase price in the business combination (in thousands). Purchase Price Cash paid to acquire Celgene Shanghai $ 4,532 Discount on Share Subscription Agreement 23,606 Total purchase price $ 28,138 |
Purchase price allocation | The total cost of the transaction of $38,865 , which includes transaction costs of $211 , was allocated based on the relative fair values of the net assets acquired, as follows: Amount Land use right $ 33,783 Building 15,874 Deferred tax liability (11,221 ) Other 429 Total cost 38,865 The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Amount Cash and cash equivalents $ 24,448 Other current assets 518 Property and equipment, net 204 Intangible assets 7,500 Deferred tax asset 1,069 Total identifiable assets 33,739 Current liabilities (5,710 ) Total liabilities assumed (5,710 ) Goodwill 109 Total fair value of consideration transferred $ 28,138 |
Summary of business combination as presented on statement of cash flows | The following summarizes the business combination as presented on the statement of cash flows (in thousands): Investing activities Cash acquired $ 24,448 Cash paid to acquire Celgene Shanghai (4,532 ) Cash acquired in business combination, net of cash paid $ 19,916 Non-cash activities Discount provided on sale of ordinary shares for business combination $ (23,606 ) |
Short-term investments (Tables)
Short-term investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Short-term investments as of December 31, 2019 consisted of the following available-for-sale debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ U.S. treasury securities 363,440 1,288 — 364,728 Total 363,440 1,288 — 364,728 Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Amortized Gross Gross Fair Value $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Component of Lease Expense | The components of lease expense were as follows: Year Ended December 31, 2019 $ Operating lease cost 13,980 Variable lease cost 1,784 Short-term lease cost 1,001 Total lease cost 16,765 Other supplemental information related to leases is summarized below: Year ended December 31, 2019 $ Operating cash flows used in operating leases 12,405 ROU assets obtained in exchange for new operating lease liabilities 20,108 As of December 31, 2019 $ Weighted-average remaining lease term (years) 3 Weighted-average discount rate 7.07 % |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: As of December 31, 2019 $ Operating lease right-of-use assets 35,555 Land use rights, net 46,965 Total operating lease right-of-use assets 82,520 Current portion of operating lease liabilities 10,814 Operating lease liabilities 25,833 Total lease liabilities 36,647 |
Operating Lease Maturity Schedule | Maturities of operating lease liabilities are as follows (1): $ Year ending December 31, 2020 13,065 Year ending December 31, 2021 11,988 Year ending December 31, 2022 8,531 Year ending December 31, 2023 4,799 Year ending December 31, 2024 2,810 Thereafter 126 Total lease payments 41,319 Less imputed interest (4,672 ) Present value of lease liabilities 36,647 (1) As of December 31, 2019, the Company has additional operating leases for office facilities that have not yet commenced of $13,218 . These operating leases will commence during fiscal year 2020 with lease terms of up to five years . |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | The undiscounted future minimum payments under non-cancelable operating leases as of December 31, 2018, prior to the adoption of the Lease ASUs was as follows: $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Software, Electronic and Office Equipment 3 to 5 years Leasehold Improvements Lesser of useful life or lease term December 31, 2019 and amounts remaining in CIP as of December 31, 2019 by fixed asset class are as follows: Year ended As of December 31, December 31, 2019 2019 Transfers out of CIP CIP $ $ Building 94,374 6,014 Manufacturing equipment 47,279 8,046 Laboratory equipment 26,109 4,496 Other 16,930 2,399 Total 184,692 20,955 Property and equipment are recorded at cost and consisted of the following: As of December 31, 2019 2018 $ $ Laboratory equipment 47,154 22,636 Leasehold improvements 24,008 18,048 Building 109,514 15,857 Manufacturing equipment 62,775 16,048 Software, electronics and office equipment 14,705 4,707 Property and equipment, at cost 258,156 77,296 Less: Accumulated depreciation (36,709 ) (19,722 ) Construction in progress 20,955 99,487 Property and equipment, net 242,402 157,061 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets outstanding | Intangible assets as of December 31, 2019 and December 31, 2018 are summarized as follows: December 31, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Intangible assets, net Gross Accumulated Intangible Finite-lived intangible assets: Product distribution rights 7,500 (1,750 ) 5,750 7,500 (1,000 ) 6,500 Trading license 816 (720 ) 96 816 (144 ) 672 Total finite-lived intangible assets 8,316 (2,470 ) 5,846 8,316 (1,144 ) 7,172 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of income ( loss) before income taxes are as follows: Year Ended December 31, 2019 2018 2017 $ $ $ PRC (231,997 ) (130,552 ) (59,590 ) U.S. 24,478 15,036 6,928 Other (736,067 ) (574,313 ) (38,402 ) Total (943,586 ) (689,829 ) (91,064 ) |
Schedule of the Current and Deferred Components of the Income Tax Expense | The current and deferred components of the income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, 2019 2018 2017 $ $ Current Tax Expense (Benefit): PRC 16,368 6,890 2,477 U.S. 65 (377 ) 5,695 Other 12 — — Total 16,445 6,513 8,172 Deferred Tax Expense (Benefit): PRC (4,738 ) (2,682 ) 115 U.S. (4,715 ) (19,627 ) (6,052 ) Other — — — Total (9,453 ) (22,309 ) (5,937 ) Income Tax Expense (Benefit) 6,992 (15,796 ) 2,235 |
Schedule of Reconciliation of the Actual Income Taxes to the Amount of Tax Computed by Applying the PRC Statutory Income Tax Rate to Pre-tax Income | The reconciliation of the statutory tax rate to our effective income tax rate is as follow: Year Ended December 31, 2019 2018 2017 $ $ $ Loss before tax (943,586 ) (689,829 ) (91,064 ) China statutory tax rate 25 % 25 % 25 % Expected taxation at China statutory tax rate (235,897 ) (172,457 ) (22,766 ) Foreign and preferential tax rate differential 191,820 134,673 23,275 Non-deductible expenses (273 ) 3,166 966 Stock compensation expenses (5,698 ) (5,371 ) 1,989 Effect of tax rate change (63,395 ) 1,538 2,642 Deductible intellectual property from intercompany transfer — — (29,438 ) Change in valuation allowance 146,118 34,009 30,356 Research tax credits and incentives (25,683 ) (11,354 ) (4,789 ) Taxation for the year 6,992 (15,796 ) 2,235 Effective tax rate -0.7 % 2.3 % -2.5 % |
Significant Components of Deferred Tax Assets | Significant components of deferred tax assets (liabilities) are as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Deferred Tax Assets: Accruals and reserves 27,304 19,193 7,756 Net operating losses carryforward 155,499 61,266 29,801 Stock-based compensation 12,651 8,642 4,639 Research tax credits 33,979 13,608 2,449 Depreciable and amortizable assets 575,128 158,639 — Lease liability obligation 7,864 — — Gross deferred tax assets 812,425 261,348 44,645 Less valuation allowance (777,583 ) (242,945 ) (36,600 ) Total deferred tax assets 34,842 18,403 8,045 Deferred tax liabilities: Depreciable and amortizable assets — — (370 ) Right of use lease asset (7,480 ) — — Total deferred tax liabilities (7,480 ) — (370 ) Net deferred tax asset 27,362 18,403 7,675 |
Schedule of Gross Unrecognized Tax Benefits | The gross unrecognized tax benefits for the years ended December 31, 2019 , 2018 and 2017 were as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Beginning balance, as of January 1 2,295 918 110 Additions based on tax positions related to prior tax years 46 11 234 Reductions based on tax positions related to prior tax years (17 ) (44 ) (91 ) Additions based on tax positions related to the current tax year 2,435 1,410 665 Reductions based on lapse of statute of limitations (126 ) — — Ending balance, as of December 31 4,633 2,295 918 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: As of December 31, 2019 2018 $ $ Prepaid research and development costs 69,715 58,673 Prepaid taxes 9,498 10,479 Unbilled receivable — 8,612 Interest receivable 1,932 3,096 Other 9,093 9,694 Total 90,238 90,554 |
Schedule of Other Non-current Assets | Other non-current assets consist of the following: As of December 31, 2019 2018 $ $ Goodwill 109 109 Prepayment of property and equipment 10,289 11,981 Payment of facility capacity expansion activities (1) 24,881 25,193 Prepaid VAT 29,967 14,671 Rental deposits and other 3,209 1,823 Total 68,455 53,777 (1) Represents a payment for a facility expansion under a commercial supply agreement. The payment will provide future benefit to the Company through credits on future supply purchases as further described in Note 8. |
Schedule of Accrued Expenses and Other Payables | Accrued expenses and other payables consisted of the following: As of December 31, 2019 2018 $ $ Compensation related 54,156 35,887 External research and development activities related 62,794 34,588 Commercial activities 25,645 10,433 Individual income tax and other taxes 9,648 8,030 Sales rebates and returns related 3,198 4,749 Other 8,115 6,727 Total accrued expenses and other payables 163,556 100,414 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consist of the following: As of December 31, 2019 2018 $ $ Deferred revenue, non-current portion — 9,842 Deferred government grant income 46,391 37,851 Other 171 1,080 Total other long-term liabilities 46,562 48,773 |
Product Revenue (Tables)
Product Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of the Company's Net Product Sales | The following table summarizes total collaboration revenue recognized for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 Revenues from Collaboration Partners $ $ $ License revenue — — 211,391 Reimbursement of research and development costs 27,634 56,776 — Research and development service revenue 27,982 10,559 2,568 Other 150,000 — — Total 205,616 67,335 213,959 Year Ended December 31, 2019 2018 2017 Research and development payments to Collaboration Partners $ $ $ Upfront payments 50,000 89,000 — Milestone payments — 3,000 — Total 50,000 92,000 — The table below presents the Company’s net product sales for the years ended December 31, 2019 , 2018 and 2017 . Year Ended December 31, 2019 2018 2017 $ $ $ Product revenue - gross 228,760 138,046 28,428 Less: Rebates and sales returns (6,164 ) (7,161 ) (4,000 ) Product revenue - net 222,596 130,885 24,428 |
Schedule of accrued sales rebates and returns | The following table presents the rollforward of accrued sales rebates and returns for the years ended December 31, 2019 and December 31, 2018 . Sales Rebates and Returns $ Balance as of December 31, 2017 3,997 Accrual 7,161 Payment (6,409 ) Balance as of December 31, 2018 4,749 Accrual 6,164 Payment (7,715 ) Balance as of December 31, 2019 3,198 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of the Calculation of Basic and Diluted Loss Per Ordinary Share | Loss per share was calculated as follows: Year Ended December 31, 2019 2018 2017 $ $ $ Numerator: Net loss attributable to BeiGene, Ltd. (948,628 ) (673,769 ) (93,105 ) Denominator: Weighted average shares outstanding for computing basic and diluted loss per share 780,701,283 720,753,819 543,185,460 Net loss per share attributable to BeiGene, Ltd., basic and diluted (1.22 ) (0.93 ) (0.17 ) |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Share Option Activities | The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans: Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ $ Years $ Outstanding at December 31, 2016 77,079,743 1.31 Granted 62,085,462 3.73 2.65 Exercised (5,887,193 ) 0.82 24,723 Forfeited (6,275,115 ) 2.52 Outstanding at December 31, 2017 127,002,897 2.45 Granted 9,387,885 12.32 7.08 Exercised (13,841,036 ) 2.23 132,687 Forfeited (6,467,099 ) 3.59 Outstanding at December 31, 2018 116,082,647 3.21 Granted 12,641,590 9.38 5.06 Exercised (16,730,441 ) 2.60 171,429 Forfeited (3,576,542 ) 5.09 Outstanding at December 31, 2019 108,417,254 3.96 6.94 953,925 Exercisable as of December 31, 2019 64,465,095 2.48 6.24 662,541 Vested and expected to vest at December 31, 2019 104,022,039 3.87 6.90 924,787 |
Schedule of Assumptions Used to Estimate the Fair Values of the Share Options Granted | The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2019 2018 2017 Fair value of ordinary share $4.64 ~ $8.28 $4.30 ~ $8.85 $2.39 ~ $8.71 Risk-free interest rate 1.5% ~ 2.8% 2.5% ~ 3.1% 2.2% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 58% ~ 60% 60% ~ 64% 99% ~ 100% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years |
Summary of Total Compensation Cost Recognized | The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 $ $ $ Research and development 76,293 54,384 30,610 Selling, general and administrative 57,861 32,743 12,253 Total 134,154 87,127 42,863 |
Restricted shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Employee Restricted Shares Activities and Restricted Share Units Activities | The following table summarizes the Company’s restricted share activities under the 2016 Plan: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 1,075,000 2.16 Granted 300,000 2.95 Vested (268,750 ) 2.04 Forfeited (300,000 ) 2.95 Outstanding at December 31, 2017 806,250 2.16 Granted — — Vested (387,500 ) 2.12 Forfeited (118,750 ) 2.04 Outstanding at December 31, 2018 300,000 2.25 Granted — — Vested (75,000 ) 2.27 Forfeited (150,000 ) 2.24 Outstanding at December 31, 2019 75,000 2.27 Expected to vest at December 31, 2019 67,500 2.27 |
Restricted Share Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Employee Restricted Shares Activities and Restricted Share Units Activities | The following table summarizes the Company's restricted share unit activities under the 2016 and 2018 Plans: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 — — Granted 1,469,442 7.55 Vested — — Forfeited — — Outstanding at December 31, 2017 1,469,442 7.55 Granted 14,079,598 12.07 Vested (689,130 ) 8.33 Forfeited (757,458 ) 10.89 Outstanding at December 31, 2018 14,102,452 11.85 Granted 18,637,333 10.10 Vested (3,474,068 ) 11.75 Forfeited (2,413,450 ) 11.07 Outstanding at December 31, 2019 26,852,267 10.72 Expected to vest at December 31, 2019 24,167,040 10.72 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The movement of accumulated other comprehensive (loss) income is as follows: Foreign Currency Translation Adjustments Unrealized Gains/Losses on Available-for-Sale Securities Total $ $ $ December 31, 2017 (85 ) (395 ) (480 ) Adjustment for the opening balance of accumulated other comprehensive loss 263 — 263 January 1, 2018 178 (395 ) (217 ) Other comprehensive (loss) income before reclassifications (390 ) 4,081 3,691 Amounts reclassified from accumulated other comprehensive loss — (1,948 ) (1,948 ) Net-current period other comprehensive (loss) income (390 ) 2,133 1,743 December 31, 2018 (212 ) 1,738 1,526 Other comprehensive (loss) income before reclassifications (9,079 ) 5,596 (3,483 ) Amounts reclassified from accumulated other comprehensive loss — (6,044 ) (6,044 ) Net-current period other comprehensive loss (9,079 ) (448 ) (9,527 ) December 31, 2019 (9,291 ) 1,290 (8,001 ) |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data (Unaudited) | The following table summarizes the unaudited statements of operations for each quarter of 2019 and 2018 (in thousands except share and per share amounts). The unaudited quarterly information has been prepared on a basis consistent with the audited financial statements and includes all adjustments that the Company considers necessary for a fair presentation of the information shown. The operating results for any fiscal quarter are not necessarily indicative of the operating results for a full fiscal year or for any future period and there can be no assurances that any trend reflected in such results will continue in the future. Quarter Ended March 31, June 30, September 30, December 31, 2019 $ $ $ $ Revenue 77,833 243,346 50,141 56,892 Loss from operations (173,755 ) (85,833 ) (312,266 ) (388,037 ) Net loss (168,069 ) (85,954 ) (308,660 ) (387,895 ) Net loss attributable to ordinary shareholders (167,640 ) (85,570 ) (307,357 ) (388,061 ) Basic and diluted net loss per share (1) (0.22 ) (0.11 ) (0.39 ) (0.49 ) Quarter Ended March 31, June 30, September 30, December 31, 2018 $ $ $ $ Revenue 32,544 52,804 54,202 58,670 Loss from operations (110,809 ) (163,050 ) (151,102 ) (280,808 ) Net loss (105,116 ) (157,715 ) (144,492 ) (266,710 ) Net loss attributable to ordinary shareholders (104,596 ) (156,887 ) (144,031 ) (268,255 ) Basic and diluted net loss per share (1) (0.16 ) (0.22 ) (0.19 ) (0.35 ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of net product revenues by geographic area | Total net revenues by geographic area are presented as follows: Year Ended December 31, 2019 2018 2017 $ $ $ PRC 221,557 132,385 24,428 U.S. 134,689 42,793 138,423 Other 71,966 23,042 75,536 Total 428,212 198,220 238,387 |
Summary of significant accoun_4
Summary of significant accounting policies - Accounts receivable (Details) | Dec. 31, 2019USD ($) |
Short-term investments | |
Allowance for receivables | $ 0 |
Summary of significant accoun_5
Summary of significant accounting policies - Property and equipment and impairment of long-lived assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | |
Property and equipment | |
Estimated useful lives (in years) | 20 years |
Manufacturing equipment | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Manufacturing equipment | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 10 years |
Laboratory Equipment | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Laboratory Equipment | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 5 years |
Software, Electronic and Office Equipment | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Software, Electronic and Office Equipment | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Land use right, net (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Land use right, net | |
Land use right, term | 50 years |
Land-rights | |
Land use right, net | |
Useful life | 36 years |
Summary of significant accoun_7
Summary of significant accounting policies - Goodwill and intangible assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other intangible assets | ||
Intangible asset impairment | $ 0 | $ 0 |
Product distribution rights | ||
Other intangible assets | ||
Useful life | 10 years |
Summary of significant accoun_8
Summary of significant accounting policies - Impairment of long-lived assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Impairment of long-lived assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of significant accoun_9
Summary of significant accounting policies - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets at fair value on a recurring basis | ||
Available-for-sale securities | $ 364,728 | $ 1,068,509 |
U.S. treasury securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | 364,728 | 1,068,509 |
Recurring basis | Quoted Price in Active Market for Identical Assets (Level 1) | ||
Assets at fair value on a recurring basis | ||
Total | 431,631 | 1,228,319 |
Recurring basis | Quoted Price in Active Market for Identical Assets (Level 1) | Money market funds | ||
Assets at fair value on a recurring basis | ||
Money market funds | 50,461 | 159,810 |
Recurring basis | Quoted Price in Active Market for Identical Assets (Level 1) | U.S. treasury securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | 364,728 | 1,068,509 |
Recurring basis | Quoted Price in Active Market for Identical Assets (Level 1) | U.S. agency securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | 16,442 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets at fair value on a recurring basis | ||
Total | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets at fair value on a recurring basis | ||
Money market funds | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets at fair value on a recurring basis | ||
Total | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets at fair value on a recurring basis | ||
Money market funds | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | $ 0 | $ 0 |
Summary of significant accou_10
Summary of significant accounting policies - Segment information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment information | |
Number of reportable segments | 1 |
Summary of significant accou_11
Summary of significant accounting policies - Concentration of credit risk (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 618,011 | $ 712,937 | $ 239,602 |
Short-term investments | $ 364,728 | $ 1,068,509 |
Summary of significant accou_12
Summary of significant accounting policies - Foreign currency exchange rate risk (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
China, Yuan Renminbi | |||
Concentration of risks | |||
Percentage appreciation (depreciation) against the US Dollar | (1.30%) | (5.70%) | 6.50% |
Summary of significant accou_13
Summary of significant accounting policies - Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Recent accounting pronouncements | |||
Operating lease liability | $ 36,647 | ||
Operating lease right-of-use assets | 82,520 | $ 71,036 | |
Prepaid expenses and other current assets | $ 90,238 | 90,283 | $ 90,554 |
Land use right, net | $ 45,058 | ||
ASU 2016-02 | |||
Recent accounting pronouncements | |||
Operating lease liability | 27,446 | ||
Operating lease right-of-use assets | 71,036 | ||
Deferred rent | (1,739) | ||
Prepaid expenses and other current assets | (271) | ||
Land use right, net | (45,058) | ||
ASU 2016-02 | Non-land use rights | |||
Recent accounting pronouncements | |||
Operating lease right-of-use assets | $ 25,978 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Impact of Adopted Accounting Standard (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets: | |||
Prepaid expenses and other current assets | $ 90,238 | $ 90,283 | $ 90,554 |
Land use right, net | 45,058 | ||
Operating lease right-of-use assets | 82,520 | 71,036 | |
Liabilities: | |||
Accrued expenses and other payables | 163,556 | 99,526 | 100,414 |
Operating lease liabilities, current portion | 10,814 | 8,684 | |
Operating lease liabilities, non-current portion | 25,833 | 18,762 | |
Other long-term liabilities | $ 46,562 | 47,922 | $ 48,773 |
ASU 2016-02 | |||
Assets: | |||
Prepaid expenses and other current assets | (271) | ||
Land use right, net | (45,058) | ||
Operating lease right-of-use assets | 71,036 | ||
Liabilities: | |||
Accrued expenses and other payables | (888) | ||
Operating lease liabilities, current portion | 8,684 | ||
Operating lease liabilities, non-current portion | 18,762 | ||
Other long-term liabilities | $ (851) |
Collaborative and Licensing A_3
Collaborative and Licensing Arrangements - Recognized Revenue (Details) - USD ($) $ in Thousands | Jun. 14, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue | ||||||||||||
Total revenues | $ 56,892 | $ 50,141 | $ 243,346 | $ 77,833 | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 428,212 | $ 198,220 | $ 238,387 | |
Collaboration revenue | ||||||||||||
Revenue | ||||||||||||
Total revenues | 205,616 | 67,335 | 213,959 | |||||||||
License revenue | ||||||||||||
Revenue | ||||||||||||
Total revenues | 0 | 211,391 | ||||||||||
Reimbursement of research and development costs | ||||||||||||
Revenue | ||||||||||||
Total revenues | 27,634 | 56,776 | 0 | |||||||||
Research and development service revenue | ||||||||||||
Revenue | ||||||||||||
Total revenues | 27,982 | 10,559 | 2,568 | |||||||||
Other | ||||||||||||
Revenue | ||||||||||||
Total revenues | $ 150,000 | $ 150,000 | $ 0 | $ 0 |
Collaborative and Licensing A_4
Collaborative and Licensing Arrangements - Celgene Corp. and Celgene Logistics Sarl, Bristol-Myers Squibb Company's ("BMS") (Details) - USD ($) | Jun. 14, 2019 | Aug. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Research and development collaborative arrangements | |||||||||||||||
Revenue | $ 56,892,000 | $ 50,141,000 | $ 243,346,000 | $ 77,833,000 | $ 58,670,000 | $ 54,202,000 | $ 52,804,000 | $ 32,544,000 | $ 428,212,000 | $ 198,220,000 | $ 238,387,000 | ||||
Collaboration revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 205,616,000 | 67,335,000 | 213,959,000 | ||||||||||||
Reimbursement of research and development costs | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 27,634,000 | 56,776,000 | 0 | ||||||||||||
Research and development service revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 27,982,000 | 10,559,000 | 2,568,000 | ||||||||||||
Other | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | $ 150,000,000 | 150,000,000 | 0 | 0 | |||||||||||
License revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 0 | 211,391,000 | |||||||||||||
BMS | Collaborative arrangement | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Upfront license fees received | $ 263,000,000 | $ 170,950,000 | $ 92,050,000 | ||||||||||||
Upfront license fee receivable, allocated to acquisition | $ 13,000 | ||||||||||||||
Non-contingent consideration | $ 250,000,000 | ||||||||||||||
BMS | Collaboration revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 65,835,000 | ||||||||||||||
BMS | Reimbursement of research and development costs | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | 56,776,000 | ||||||||||||||
BMS | Research and development service revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | $ 9,059,000 | $ 1,568,000 | |||||||||||||
BMS | License revenue | |||||||||||||||
Research and development collaborative arrangements | |||||||||||||||
Revenue | $ 0 |
Collaborative and Licensing A_5
Collaborative and Licensing Arrangements - Merck (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 17, 2018 | Oct. 01, 2015 | |
Research and development collaborative arrangements | ||||||||||||||
Revenue | $ 56,892 | $ 50,141 | $ 243,346 | $ 77,833 | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 428,212 | $ 198,220 | $ 238,387 | |||
China | ||||||||||||||
Research and development collaborative arrangements | ||||||||||||||
Revenue | 221,557 | 132,385 | 24,428 | |||||||||||
BRAF | China | ||||||||||||||
Research and development collaborative arrangements | ||||||||||||||
Additional payments upon successful achievement of pre-specified milestones | $ 1,000 | |||||||||||||
Research and development service revenue | ||||||||||||||
Research and development collaborative arrangements | ||||||||||||||
Revenue | $ 27,982 | 10,559 | $ 2,568 | |||||||||||
Merck KGaA | Research and development service revenue | ||||||||||||||
Research and development collaborative arrangements | ||||||||||||||
Revenue | $ 1,500 | |||||||||||||
Merck KGaA | Purchase of rights agreement | ||||||||||||||
Research and development collaborative arrangements | ||||||||||||||
Repurchase consideration | $ 19,000 | $ 10,000 |
Collaborative and Licensing A_6
Collaborative and Licensing Arrangements - In-Licensing Arrangements - Development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and Development [Abstract] | |||
Upfront payments | $ 50,000 | $ 89,000 | $ 0 |
Milestone payments | 0 | 3,000 | 0 |
Total | $ 50,000 | $ 92,000 | $ 0 |
Collaborative and Licensing A_7
Collaborative and Licensing Arrangements - Seattle Genetics (Details) - USD ($) | Nov. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Research and development collaborative arrangements | ||||
Upfront payments | $ 50,000,000 | $ 89,000,000 | $ 0 | |
Seattle Genetics | Licensing agreements | ||||
Research and development collaborative arrangements | ||||
Upfront payments | $ 20,000 |
Collaborative and Licensing A_8
Collaborative and Licensing Arrangements - BioAtla, LLC (Details) - USD ($) $ in Thousands | Apr. 09, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Research and development collaborative arrangements | ||||
Upfront payments | $ 50,000 | $ 89,000 | $ 0 | |
Research and development | $ 927,338 | $ 679,005 | $ 269,018 | |
BioAtla LLC | Collaborative arrangement | CAB-CTLA-4 | ||||
Research and development collaborative arrangements | ||||
Upfront payments | $ 20,000 |
Collaborative and Licensing A_9
Collaborative and Licensing Arrangements - Zymework Inc. (Details) - USD ($) $ in Thousands | Nov. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Research and development collaborative arrangements | ||||
Upfront payments for collaboration | $ 50,000 | $ 89,000 | $ 0 | |
Research and development | $ 927,338 | $ 679,005 | $ 269,018 | |
Zymerworks Inc. | Collaborative arrangement | ZW25 and ZW49 | ||||
Research and development collaborative arrangements | ||||
Upfront payments for collaboration | $ 40,000 | |||
Zymerworks Inc. | Collaborative arrangement | Azymetric and EFECT | ||||
Research and development collaborative arrangements | ||||
Upfront payments for collaboration | $ 20,000 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Celgene Shanghai - Narratives (Details) | Aug. 31, 2017 |
Celgene Shanghai | |
Business Combination | |
Equity interests (as a percent) | 100.00% |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Share Subscription Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combination | ||||
Proceeds from sale of ordinary shares, net of cost | $ 0 | $ 0 | $ 149,928 | |
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | ||||
Business Combination | ||||
Shares issued (in shares) | 32,746,416 | |||
Proceeds from sale of ordinary shares, net of cost | $ 150,000 | |||
Share price (in dollars per share) | $ 4.58 | |||
Share price, ADS (in dollars per share) | $ 59.55 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Determination of Purchase Price (Details) $ / shares in Units, $ in Thousands | 1 Months Ended |
Aug. 31, 2017USD ($)$ / shares | |
Determination of Purchase Price | |
Share price, ADS (in dollars per share) | $ / shares | $ 59.55 |
Celgene Shanghai | |
Determination of Purchase Price | |
Cash paid to acquire Celgene Shanghai | $ 4,532 |
Discount on Share Subscription Agreement | 23,606 |
Total purchase price | $ 28,138 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2017 |
Purchase Price Allocation | |||
Goodwill | $ 109 | $ 109 | |
Celgene Shanghai | |||
Purchase Price Allocation | |||
Cash and cash equivalents | $ 24,448 | ||
Other current assets | 518 | ||
Property and equipment, net | 204 | ||
Intangible assets | 7,500 | ||
Deferred tax asset | 1,069 | ||
Total identifiable assets | 33,739 | ||
Current liabilities | (5,710) | ||
Total liabilities assumed | (5,710) | ||
Goodwill | 109 | ||
Total fair value of consideration transferred | $ 28,138 |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Cash flow Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from investing activities: | ||||
Cash acquired in business combination, net of cash paid | $ 0 | $ 0 | $ 19,916 | |
Non-cash activities: | ||||
Discount provided on sale of ordinary shares for business combination | $ 0 | $ 0 | $ (23,606) | |
Celgene Shanghai | ||||
Cash flows from investing activities: | ||||
Cash acquired | $ 24,448 | |||
Cash paid to acquire Celgene Shanghai | (4,532) | |||
Cash acquired in business combination, net of cash paid | 19,916 | |||
Non-cash activities: | ||||
Discount provided on sale of ordinary shares for business combination | $ (23,606) |
Business Combinations and Ass_8
Business Combinations and Asset Acquisitions - BeiGene Pharmaceuticals (Guangzhou) Co., Limited (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition | ||||
Purchase of intangible assets | $ 0 | $ 553 | $ 0 | |
BeiGene Guangzhou | BeiGene Pharmaceuticals (Guangzhou) Co., Limited | ||||
Business Acquisition | ||||
Voting interest (percent) | 100.00% | |||
Transaction cost | $ 59 | |||
Finite-lived intnagible asset acquired | 816 | |||
Deferred tax liability | 204 | |||
BeiGene Guangzhou | BeiGene Pharmaceuticals (Guangzhou) Co., Limited | Trading license | ||||
Business Acquisition | ||||
Purchase of intangible assets | $ 612 |
Business Combinations and Ass_9
Business Combinations and Asset Acquisitions - Beijing Innerway Bio-tech Co., Ltd (Details) - BeiGene (Hong Kong) Co., Limited. (BeiGene HK) - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Business Acquisition | |
Voting interest (percent) | 100.00% |
Cash paid to acquire business | $ 38,654 |
Total fair value of consideration transferred | 38,865 |
Transaction cost | $ 211 |
Business Combinations and As_10
Business Combinations and Asset Acquisitions - Asset Acquisition (Details) - BeiGene (Hong Kong) Co., Limited. (BeiGene HK) - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Asset Acquisition | |
Land use right | $ 33,783 |
Building | 15,874 |
Deferred tax liability | (11,221) |
Other | 429 |
Total cost | $ 38,865 |
Restricted Cash (Details)
Restricted Cash (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Subsidiaries | BeiGene Guangzhou Biologics Manufacturing Co., Ltd. (BeiGene Guangzhou Factory) | |
Restricted Cash and Cash Equivalents Items | |
Restricted cash | $ 2,764 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term investments | ||
Available-for-sale securities, amortized cost | $ 363,440 | $ 1,066,770 |
Available-for-sale securities, gross unrealized gains | 1,288 | 1,802 |
Available-for-sale securities. gross unrealized losses | 0 | 63 |
Available-for-sale securities | 364,728 | 1,068,509 |
U.S. treasury securities | ||
Short-term investments | ||
Available-for-sale securities, amortized cost | 363,440 | 1,066,770 |
Available-for-sale securities, gross unrealized gains | 1,288 | 1,802 |
Available-for-sale securities. gross unrealized losses | 0 | 63 |
Available-for-sale securities | $ 364,728 | $ 1,068,509 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 28,553 | $ 16,242 |
Manufacturing Facility in Gua_2
Manufacturing Facility in Guangzhou, China (Details) $ in Thousands | May 04, 2017CNY (¥) | Apr. 14, 2017CNY (¥) | Apr. 13, 2017CNY (¥) | Mar. 07, 2017CNY (¥)asset | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 21, 2018 |
Organization | |||||||||
Capital contribution from noncontrolling interest | $ | $ 4,000 | $ 0 | $ 14,527 | ||||||
Cash and cash equivalents | $ | $ 239,602 | $ 618,011 | $ 712,937 | $ 239,602 | |||||
Convertible Debt | Shareholder Loan | Investor | |||||||||
Organization | |||||||||
Principal amount | ¥ 900,000,000 | ||||||||
Shareholder loan | ¥ 900,000,000 | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | |||||||||
Organization | |||||||||
Cash capital contribution, agreed amount | ¥ 200,000,000 | ||||||||
Minimum number of biologics assets to be contributed | asset | 1 | ||||||||
Cash capital contribution | ¥ 2,415,000 | ¥ 137,830,000 | |||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | BeiGene (Shanghai) Co., Ltd. (“BeiGene Shanghai”) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
Ownership percentage immediately before transaction (as a percent) | 100.00% | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Cash and cash equivalents | $ | $ 123,706 | ||||||||
Restricted cash | $ | $ 1,995 | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | Convertible Debt | Shareholder Loan | Investor | |||||||||
Organization | |||||||||
Principal amount | ¥ 900,000,000 | ||||||||
Shareholder loan | 900,000,000 | ||||||||
Guangzhou Get Technology Development Co Ltd | |||||||||
Organization | |||||||||
Cash capital contribution, agreed amount | ¥ 100,000,000 | ||||||||
Capital contribution from noncontrolling interest | ¥ 100,000,000 | ||||||||
Guangzhou Get Technology Development Co Ltd | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 5.00% | ||||||||
GET's equity interest in BeiGene Biologics (as a percent) | 5.00% | ||||||||
BeiGene (Guangzhou) Co., Ltd. (“BeiGene Guangzhou”) | Baiji Shenzhou (Guangzhou) Pharmaceuticals Co., Ltd. | |||||||||
Organization | |||||||||
Percentage of Ownership by the Company (as a percent) | 100.00% |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Lessee, Lease, Description | |||
Rent expense | $ 8,930 | $ 3,810 | |
Operating leases for office facilities that have not yet commenced | $ 13,218 | ||
Operating leases for office facilities that have not yet commenced (term) | 5 years | ||
Building | |||
Lessee, Lease, Description | |||
Contract term (years) | 5 years | ||
Land use rights, net | Manufacturing Facility in Guangzhou | |||
Lessee, Lease, Description | |||
Contract term (years) | 48 years | ||
Land use rights, net | Manufacturing Facility in Guangzhou 2 | |||
Lessee, Lease, Description | |||
Contract term (years) | 50 years | ||
Land use rights, net | Office Facility In Changping | |||
Lessee, Lease, Description | |||
Contract term (years) | 35 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 13,980 |
Variable lease cost | 1,784 |
Short-term lease cost | 1,001 |
Total lease cost | $ 16,765 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description | ||
Operating lease right-of-use assets | $ 82,520 | $ 71,036 |
Current portion of operating lease liabilities | 10,814 | 8,684 |
Operating lease liabilities | 25,833 | $ 18,762 |
Total lease liabilities | 36,647 | |
Operating lease right-of-use assets | ||
Lessee, Lease, Description | ||
Operating lease right-of-use assets | 35,555 | |
Land use rights, net | ||
Lessee, Lease, Description | ||
Operating lease right-of-use assets | $ 46,965 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Schedule (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due | |
Year ending December 31, 2020 | $ 13,065 |
Year ending December 31, 2021 | 11,988 |
Year ending December 31, 2022 | 8,531 |
Year ending December 31, 2023 | 4,799 |
Year ending December 31, 2024 | 2,810 |
Thereafter | 126 |
Total lease payments | 41,319 |
Less imputed interest | (4,672) |
Present value of lease liabilities | $ 36,647 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows used in operating leases | $ 12,405 |
ROU assets obtained in exchange for new operating lease liabilities | $ 20,108 |
Weighted-average remaining lease term (years) | 3 years |
Weighted-average discount rate (percent) | 7.07% |
Leases - Schedule of Non-cancel
Leases - Schedule of Non-cancelable Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 10,752 |
2020 | 9,972 |
2021 | 7,805 |
2022 | 3,923 |
2023 and thereafter | 1,357 |
Total | $ 33,809 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property and equipment, at cost | $ 258,156 | $ 77,296 |
Less: Accumulated depreciation | (36,709) | (19,722) |
Property and equipment, net | 242,402 | 157,061 |
Laboratory equipment | ||
Property and equipment | ||
Property and equipment, at cost | 47,154 | 22,636 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, at cost | 24,008 | 18,048 |
Building | ||
Property and equipment | ||
Property and equipment, at cost | 109,514 | 15,857 |
Manufacturing equipment | ||
Property and equipment | ||
Property and equipment, at cost | 62,775 | 16,048 |
Software, electronics and office equipment | ||
Property and equipment | ||
Property and equipment, at cost | 14,705 | 4,707 |
Construction in progress | ||
Property and equipment | ||
Property and equipment, at cost | $ 20,955 | $ 99,487 |
Property and Equipment - Constr
Property and Equipment - Construction in Progress (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Property and equipment | |
Transfers out of CIP | $ 184,692 |
CIP | 20,955 |
Building | |
Property and equipment | |
Transfers out of CIP | 94,374 |
CIP | 6,014 |
Manufacturing equipment | |
Property and equipment | |
Transfers out of CIP | 47,279 |
CIP | 8,046 |
Laboratory equipment | |
Property and equipment | |
Transfers out of CIP | 26,109 |
CIP | 4,496 |
Other | |
Property and equipment | |
Transfers out of CIP | 16,930 |
CIP | $ 2,399 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | |||
Depreciation and amortization expense | $ 17,291 | $ 9,000 | $ 4,340 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | ||
Gross carrying amount | $ 8,316 | $ 8,316 |
Accumulated amortization | (2,470) | (1,144) |
Intangible assets, net | 5,846 | 7,172 |
Product distribution rights | ||
Intangible assets | ||
Gross carrying amount | 7,500 | 7,500 |
Accumulated amortization | (1,750) | (1,000) |
Intangible assets, net | 5,750 | 6,500 |
Trading license | ||
Intangible assets | ||
Gross carrying amount | 816 | 816 |
Accumulated amortization | (720) | (144) |
Intangible assets, net | $ 96 | $ 672 |
Intangible Assets - Useful Life
Intangible Assets - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Product distribution rights | |
Other intangible assets | |
Useful life | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | |||
Amortization expense | $ 1,326 | $ 894 | $ 250 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Expected amortization expense | |
2020 | $ 846 |
2021 | 750 |
2022 | 750 |
2023 | 750 |
2024 | 750 |
2025 and thereafter | $ 2,000 |
Income Taxes - Income_(Loss) Be
Income Taxes - Income/(Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of income / (loss) before income taxes | |||
PRC | $ (231,997) | $ (130,552) | $ (59,590) |
Loss before income tax expense | (943,586) | (689,829) | (91,064) |
U.S. | |||
Components of income / (loss) before income taxes | |||
Foreign | 24,478 | 15,036 | 6,928 |
Other | |||
Components of income / (loss) before income taxes | |||
Foreign | $ (736,067) | $ (574,313) | $ (38,402) |
- Current and Deferred Componen
- Current and Deferred Components Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current Tax Expense (Benefit): | |||
PRC | $ 16,368 | $ 6,890 | $ 2,477 |
U.S. | 65 | (377) | 5,695 |
Other | 12 | 0 | 0 |
Total | 16,445 | 6,513 | 8,172 |
Deferred Tax Expense (Benefit): | |||
PRC | (4,738) | (2,682) | 115 |
U.S. | (4,715) | (19,627) | (6,052) |
Other | 0 | 0 | 0 |
Total | (9,453) | (22,309) | (5,937) |
Income Tax Expense (Benefit) | $ 6,992 | $ (15,796) | $ 2,235 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of the statutory tax rate | |||
Loss before tax | $ (943,586) | $ (689,829) | $ (91,064) |
Expected taxation at China statutory tax rate | (235,897) | (172,457) | (22,766) |
Foreign and preferential tax rate differential | 191,820 | 134,673 | 23,275 |
Non-deductible expenses | (273) | 3,166 | 966 |
Stock compensation expenses | (5,698) | (5,371) | 1,989 |
Statutory tax rate change | (63,395) | 1,538 | 2,642 |
Deductible intellectual property from intercompany transfer | 0 | 0 | (29,438) |
Change in valuation allowance | 146,118 | 34,009 | 30,356 |
Research tax credits and incentives | (25,683) | (11,354) | (4,789) |
Income Tax Expense (Benefit) | $ 6,992 | $ (15,796) | $ 2,235 |
Effective tax rate (as a percent) | (0.70%) | 2.30% | (2.50%) |
State Administration of Taxation, China | |||
Reconciliation of the statutory tax rate | |||
China statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets: | |||
Accruals and reserves | $ 27,304 | $ 19,193 | $ 7,756 |
Net operating losses carryforward | 155,499 | 61,266 | 29,801 |
Stock-based compensation | 12,651 | 8,642 | 4,639 |
Research tax credits | 33,979 | 13,608 | 2,449 |
Depreciable and amortizable assets | 575,128 | 158,639 | 0 |
Lease liability obligation | 7,864 | ||
Gross deferred tax assets | 812,425 | 261,348 | 44,645 |
Less valuation allowance | (777,583) | (242,945) | (36,600) |
Total deferred tax assets | 34,842 | 18,403 | 8,045 |
Deferred tax liabilities: | |||
Depreciable and amortizable assets | 0 | 0 | (370) |
Right of use lease asset | (7,480) | ||
Total deferred tax liabilities | (7,480) | 0 | (370) |
Net deferred tax asset | $ 27,362 | $ 18,403 | $ 7,675 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes | |||
Change in valuation allowance | $ 146,118 | $ 34,009 | $ 30,356 |
Net operating loss carryforward | 810,505 | $ 300,769 | |
Tax benefit from foreign tax status | $ 2,600 | ||
Tax benefit from foreign tax status (per share) | $ 0.01 | ||
Cumulative undistributed foreign earnings unaccounted for | $ 9,620 | ||
Australian Taxation Office | |||
Income taxes | |||
Net operating loss carryforward | 12,606 | ||
State Administration of Taxation, China | |||
Income taxes | |||
Net operating loss carryforward | 356,884 | ||
Swiss Federal Tax Administration (FTA) | |||
Income taxes | |||
Net operating loss carryforward | 383,914 | ||
Internal Revenue Service (IRS) | |||
Income taxes | |||
Net operating loss not subject to expiration | 57,101 | ||
Tax credit carryforwards | $ 37,011 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Gross unrecognized tax benefits | |||
Beginning balance, as of January 1 | $ 2,295 | $ 918 | $ 110 |
Additions based on tax positions related to prior tax years | 46 | 11 | 234 |
Reductions based on tax positions related to prior tax years | (17) | (44) | (91) |
Additions based on tax positions related to the current tax year | 2,435 | 1,410 | 665 |
Reductions based on lapse of statute of limitations | (126) | 0 | 0 |
Ending balance, as of December 31 | $ 4,633 | $ 2,295 | $ 918 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid research and development costs | $ 69,715 | $ 58,673 | |
Prepaid taxes | 9,498 | 10,479 | |
Unbilled Receivables, Current | 0 | 8,612 | |
Interest receivable | 1,932 | 3,096 | |
Other | 9,093 | 9,694 | |
Total | $ 90,238 | $ 90,283 | $ 90,554 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 109 | $ 109 |
Prepayment of property and equipment | 10,289 | 11,981 |
Payment of facility capacity expansion activities | 24,881 | 25,193 |
Prepaid VAT | 29,967 | 14,671 |
Rental deposits and other | 3,209 | 1,823 |
Total | $ 68,455 | $ 53,777 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Schedule of Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation related | $ 54,156 | $ 35,887 | |
External research and development activities related | 62,794 | 34,588 | |
Commercial activities | 25,645 | 10,433 | |
Individual income tax and other taxes | 9,648 | 8,030 | |
Sales rebates and returns related | 3,198 | 4,749 | |
Other | 8,115 | 6,727 | |
Total accrued expenses and other payables | $ 163,556 | $ 99,526 | $ 100,414 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred revenue, non-current portion | $ 0 | $ 9,842 | |
Deferred government grant income | 46,391 | 37,851 | |
Other | 171 | 1,080 | |
Total other long-term liabilities | $ 46,562 | $ 47,922 | $ 48,773 |
Long-Term Bank Loan (Details)
Long-Term Bank Loan (Details) | Sep. 03, 2019CNY (¥) | Apr. 04, 2018CNY (¥) | Sep. 30, 2019USD ($) | Sep. 30, 2019CNY (¥) | Sep. 30, 2018USD ($) | Sep. 30, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 02, 2015CNY (¥) |
Long-term bank loan | |||||||||||
Repayment of long-term loan | $ 32,813,000 | $ 8,736,000 | $ 0 | ||||||||
Proceeds from long-term bank loans | $ 67,489,000 | 42,315,000 | 0 | ||||||||
Industrial Bank Co., Ltd. | Line of credit | |||||||||||
Long-term bank loan | |||||||||||
Fixed annual interest rate (as a percent) | 4.85% | 4.85% | |||||||||
Repayment of long-term loan | $ 24,419,000 | ¥ 170,000,000 | |||||||||
Debt instrument term (in years) | 3 years | ||||||||||
Line of credit maximum borrowing amount | ¥ | ¥ 348,000,000 | ||||||||||
Loans Payable | Long-term Bank Loan, September 2, 2015 | SuzHou Industrial Park Biotech Development Co. Ltd And China Construction Bank | |||||||||||
Long-term bank loan | |||||||||||
Principal amount | ¥ | ¥ 120,000,000 | ||||||||||
Fixed annual interest rate (as a percent) | 7.00% | ||||||||||
Repayment of long-term loan | $ 8,394,000 | ¥ 60,000,000 | $ 8,736,000 | ¥ 60,000,000 | |||||||
Loans Payable | Long Term Bank Loan April 4, 2018 | China Construction Bank | |||||||||||
Long-term bank loan | |||||||||||
Principal amount | ¥ | ¥ 580,000,000 | ||||||||||
Proceeds from long-term bank loans | $ 83,311,000 | ¥ 580,000,000 | |||||||||
Debt instrument term (in years) | 9 years | ||||||||||
Interest rate (as a percent) | 4.90% | 4.90% | |||||||||
Interest expense | $ 4,732,000 | 2,253,000 | 1,260,000 | ||||||||
Interest capitalized | $ 2,412,000 | $ 575,000 | $ 0 |
Shareholder Loan (Details)
Shareholder Loan (Details) - Convertible Debt - Shareholder Loan - Investor $ in Thousands | Apr. 14, 2017CNY (¥) | Mar. 07, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Shareholder Loan | |||||
Principal amount | ¥ | ¥ 900,000,000 | ||||
Shareholder loan | ¥ | ¥ 900,000,000 | ||||
Shareholder loan interest rate (as a percent) | 8.00% | ||||
Debt instrument term (in months) | 72 months | ||||
Interest expense incurred due to a related party | $ | $ 10,423 | $ 10,894 | $ 7,649 | ||
Interest capitalized | $ | $ 2,445 | $ 3,112 | $ 614 |
Product Revenue - Product Sales
Product Revenue - Product Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||||||||||
Product revenue - net | $ 56,892 | $ 50,141 | $ 243,346 | $ 77,833 | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 428,212 | $ 198,220 | $ 238,387 |
Product revenue, net | |||||||||||
Revenue | |||||||||||
Product revenue - gross | 228,760 | 138,046 | 28,428 | ||||||||
Less: Rebates and sales returns | (6,164) | (7,161) | (4,000) | ||||||||
Product revenue - net | $ 222,596 | $ 130,885 | $ 24,428 |
Product Revenue - Accrued Sales
Product Revenue - Accrued Sales Rebates and Returns (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue | ||
Beginning balance | $ 4,749 | |
Ending Balance | 3,198 | $ 4,749 |
Product revenue, net | ||
Disaggregation of Revenue | ||
Beginning balance | 4,749 | 3,997 |
Accrual | 6,164 | 7,161 |
Payment | (7,715) | (6,409) |
Ending Balance | $ 3,198 | $ 4,749 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net loss attributable to BeiGene, Ltd. | $ (388,061) | $ (307,357) | $ (85,570) | $ (167,640) | $ (268,255) | $ (144,031) | $ (156,887) | $ (104,596) | $ (948,628) | $ (673,769) | $ (93,105) |
Denominator: | |||||||||||
Weighted average shares outstanding for computing basic and diluted loss per share (in shares) | 780,701,283 | 720,753,819 | 543,185,460 | ||||||||
Net loss per share attributable to BeiGene, Ltd., basic and diluted basic and diluted (in dollars per share) | $ (0.49) | $ (0.39) | $ (0.11) | $ (0.22) | $ (0.35) | $ (0.19) | $ (0.22) | $ (0.16) | $ (1.22) | $ (0.93) | $ (0.17) |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - 2016 Share Option and Incentive Plan (Details) - shares | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Jan. 14, 2016 |
2016 Plan | ||||
Share-based compensation | ||||
Awards that may be granted (in shares) | 65,029,595 | |||
Automatic annual increase in shares reserved and available for issuance as a percentage to outstanding number of shares (as a percent) | (5.00%) | |||
Increase in ordinary shares authorized (in shares) | 29,603,616 | 38,553,159 | ||
2016 Plan | Employee Stock Option | ||||
Share-based compensation | ||||
Shares available for future grants (shares) | 32,221,058 | |||
2011 Plan | ||||
Share-based compensation | ||||
Shares cancelled or forfeited (in shares) | 5,152,236 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - 2018 Inducement Equity Plan (Details) - Inducement Equity Plan2018 - shares | Dec. 31, 2019 | Jun. 06, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Awards that may be granted (in shares) | 12,000,000 | |
Shares available for future grants (shares) | 8,770,046 |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - 2018 Employee Share Purchase Plan (Details) - Employee Share Purchase Plan 2018 - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2019 | Feb. 28, 2019 | Jun. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Awards that may be granted (in shares) | 3,500,000 | 7,355,315 | |||
Increase in ordinary shares authorized (in shares) | 3,855,315 | ||||
Discount on purchase price of common stock (as a percent) | 15.00% | ||||
Maximum percentage of eligible earnings as after-tax withholdings to purchase ordinary shares (as a percent) | 10.00% | ||||
Shares issued in period ( in shares) | 233,194 | 154,505 | |||
Proceeds from shares issued | $ 2,192 | $ 1,385 | |||
Share prices of ADS shares issues (in dollars per share) | $ 122.19 | $ 116.49 | |||
Exercise price of shares issues (in dollars per share) | 9.40 | 8.96 | |||
Share price, ADS (in dollars per share) | 143.75 | 137.05 | |||
Share price (in dollars per share) | $ 11.06 | $ 10.54 | |||
Shares available for future issuance (shares) | 6,966,550 |
Share-Based Compensation Expe_6
Share-Based Compensation Expense - Share Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Aggregate Intrinsic Value | |||
Number of unrecognized share-based compensation costs (in shares) | 39,556,944 | ||
Unrecognized share-based compensation costs | $ 137,022 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years | ||
Total fair value of the employee share option awards vested | $ 58,670 | $ 55,642 | $ 20,440 |
Employee Stock Option | |||
Number of Options | |||
Outstanding at the beginning of the year (in shares) | 116,082,647 | 127,002,897 | 77,079,743 |
Granted (in shares) | 12,641,590 | 9,387,885 | 62,085,462 |
Exercised (in shares) | (16,730,441) | (13,841,036) | (5,887,193) |
Forfeited (in shares) | (3,576,542) | (6,467,099) | (6,275,115) |
Outstanding at the end of the year (in shares) | 108,417,254 | 116,082,647 | 127,002,897 |
Number of Options - Exercisable (in shares) | 64,465,095 | ||
Number of Options - Vested and expected to vest (in shares) | 104,022,039 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 3.21 | $ 2.45 | $ 1.31 |
Granted (in dollars per share) | 9.38 | 12.32 | 3.73 |
Exercised (in dollars per share) | 2.60 | 2.23 | 0.82 |
Forfeited (in dollars per share) | 5.09 | 3.59 | 2.52 |
Outstanding at the end of the year (in dollars per share) | 3.96 | 3.21 | 2.45 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | 2.48 | ||
Weighted Average Exercise Price - Vested and expected to vest (in dollars per share) | 3.87 | ||
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 5.06 | $ 7.08 | $ 2.65 |
Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term - Outstanding | 6 years 11 months 8 days | ||
Weighted Average Remaining Contractual Term - Exercisable | 6 years 2 months 26 days | ||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 6 years 10 months 24 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value - Exercised | $ 171,429 | $ 132,687 | $ 24,723 |
Aggregate Intrinsic Value - Outstanding | 953,925 | ||
Aggregate Intrinsic Value - Exercisable at the end of the period | 662,541 | ||
Aggregate Intrinsic Value - Vested and expected to vest | $ 924,787 |
Share-Based Compensation Expe_7
Share-Based Compensation Expense - Options and Restricted Shares and Restricted Stock Units Vesting Periods (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Contractual life (in years) | 10 years |
Employee Stock Option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 3 years |
Employee Stock Option | Minimum | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Minimum | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Minimum | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 5 years |
Employee Stock Option | Maximum | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 5 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Restricted shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 4 years |
Restricted shares | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 4 years |
Restricted Share Units (RSUs) | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Share-Based Compensation Expe_8
Share-Based Compensation Expense - Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Significant unobservable inputs used in the fair value measurement | |||
Contractual life (in years) | 10 years | ||
Share options | |||
Significant unobservable inputs used in the fair value measurement | |||
Risk-free interest rate, minimum (as percent) | 1.50% | 2.50% | 2.20% |
Risk-free interest rate, maximum (as percent) | 2.80% | 3.10% | 2.60% |
Expected exercise multiple, minimum | 2.2 | 2.2 | 2.2 |
Expected exercise multiple, maximum | 2.8 | 2.8 | 2.8 |
Expected volatility, minimum (as percent) | 58.00% | 60.00% | 99.00% |
Expected volatility, maximum (as percent) | 60.00% | 64.00% | 100.00% |
Expected dividend yield (as percent) | 0.00% | 0.00% | 0.00% |
Contractual life (in years) | 10 years | 10 years | 10 years |
Share options | Minimum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 4.64 | $ 4.30 | $ 2.39 |
Share options | Maximum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 8.28 | $ 8.85 | $ 8.71 |
Share-Based Compensation Expe_9
Share-Based Compensation Expense - Restricted Shares Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 137,022 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years | ||
Restricted shares | |||
Numbers of Shares | |||
Outstanding at the beginning of the year (in shares) | 300,000 | 806,250 | 1,075,000 |
Granted (in shares) | 0 | 0 | 300,000 |
Vested (in shares) | (75,000) | (387,500) | (268,750) |
Forfeited (in shares) | (150,000) | (118,750) | (300,000) |
Outstanding at the end of the year (in shares) | 75,000 | 300,000 | 806,250 |
Number of Shares - Expected to vest (in shares) | 67,500 | ||
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the year (in dollars per share) | $ 2.25 | $ 2.16 | $ 2.16 |
Granted (in dollars per share) | 0 | 0 | 2.95 |
Vested (in dollars per share) | 2.27 | 2.12 | 2.04 |
Forfeited (in dollars per share) | 2.24 | 2.04 | 2.95 |
Outstanding at the end of the year (in dollars per share) | 2.27 | $ 2.25 | $ 2.16 |
Weighted Average Grant Date Fair Value - Expected to vest (in dollars per share) | $ 2.27 | ||
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 153 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 8 months 12 days |
Share-Based Compensation Exp_10
Share-Based Compensation Expense - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 137,022 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years | ||
Restricted Share Units (RSUs) | |||
Numbers of Shares | |||
Outstanding at the beginning of the year (in shares) | 14,102,452 | 1,469,442 | 0 |
Granted (in shares) | 18,637,333 | 14,079,598 | 1,469,442 |
Vested (in shares) | (3,474,068) | (689,130) | 0 |
Forfeited (in shares) | (2,413,450) | (757,458) | 0 |
Outstanding at the end of the year (in shares) | 26,852,267 | 14,102,452 | 1,469,442 |
Number of Shares - Expected to vest (in shares) | 24,167,040 | ||
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the year (in dollars per share) | $ 11.85 | $ 7.55 | $ 0 |
Granted (in dollars per share) | 10.10 | 12.07 | 7.55 |
Vested (in dollars per share) | 11.75 | 8.33 | 0 |
Forfeited (in dollars per share) | 11.07 | 10.89 | 0 |
Outstanding at the end of the year (in dollars per share) | 10.72 | $ 11.85 | $ 7.55 |
Weighted Average Grant Date Fair Value - Expected to vest (in dollars per share) | $ 10.72 | ||
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 226,985 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 3 years 2 months 12 days |
Share-Based Compensation Exp_11
Share-Based Compensation Expense - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based compensation | |||
Compensation expense | $ 134,154 | $ 87,127 | $ 42,863 |
Research and development | |||
Share-based compensation | |||
Compensation expense | 76,293 | 54,384 | 30,610 |
Selling, general and administrative | |||
Share-based compensation | |||
Compensation expense | $ 57,861 | $ 32,743 | $ 12,253 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | $ 1,753,647 | $ 684,231 | |
Adjustment for the opening balance of accumulated other comprehensive loss | $ (2,291) | ||
Balance at January 1, 2018 | 681,940 | ||
Other comprehensive (loss) income before reclassifications | (3,483) | 3,691 | |
Amounts reclassified from accumulated other comprehensive loss | (6,044) | (1,948) | |
Net-current period other comprehensive (loss) income | (9,527) | 1,743 | |
Balance at the end of period | 978,355 | 1,753,647 | |
Accumulated OCI | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | 1,526 | (480) | |
Adjustment for the opening balance of accumulated other comprehensive loss | 263 | ||
Balance at January 1, 2018 | (217) | ||
Balance at the end of period | (8,001) | 1,526 | |
Foreign Currency Translation Adjustments | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | (212) | (85) | |
Adjustment for the opening balance of accumulated other comprehensive loss | 263 | ||
Balance at January 1, 2018 | 178 | ||
Other comprehensive (loss) income before reclassifications | (9,079) | (390) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |
Net-current period other comprehensive (loss) income | (9,079) | (390) | |
Balance at the end of period | (9,291) | (212) | |
Unrealized Gains/Losses on Available-for-Sale Securities | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | 1,738 | (395) | |
Adjustment for the opening balance of accumulated other comprehensive loss | 0 | ||
Balance at January 1, 2018 | $ (395) | ||
Other comprehensive (loss) income before reclassifications | 5,596 | 4,081 | |
Amounts reclassified from accumulated other comprehensive loss | (6,044) | (1,948) | |
Net-current period other comprehensive (loss) income | (448) | 2,133 | |
Balance at the end of period | $ 1,290 | $ 1,738 |
Shareholders' Equity - Offering
Shareholders' Equity - Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2018 | Jan. 22, 2018 | Aug. 16, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Shareholders' equity | ||||||
Share price, ADS (in dollars per share) | $ 59.55 | |||||
Ordinary Shares | ||||||
Shareholders' equity | ||||||
Shares issued (in shares) | 32,746,416 | |||||
Follow-on public offering | ||||||
Shareholders' equity | ||||||
Share price, ADS (in dollars per share) | $ 71 | |||||
Share price (in dollars per share) | $ 7.77 | $ 5.46 | ||||
Number of shares sold, ADS (in shares) | 2,465,000 | |||||
Shares issued (in shares) | 96,534,750 | 32,045,000 | ||||
Net proceeds | $ 188,517 | |||||
Share price, ADS (in dollars per share) | $ 101 | |||||
Shares issued, American Depository Shares (in shares) | 7,425,750 | |||||
Net proceeds | $ 869,709 | $ 757,587 | ||||
Follow-on public offering | Ordinary Shares | ||||||
Shareholders' equity | ||||||
Share price (in dollars per share) | $ 13.76 | |||||
Shares issued (in shares) | 65,600,000 | 102,970,400 | ||||
Share price, ADS (in dollars per share) | $ 178.90 | |||||
Over-Allotment Option | ||||||
Shareholders' equity | ||||||
Number of shares sold, ADS (in shares) | 369,750 | |||||
Shares issued (in shares) | 6,435,650 | 4,806,750 | ||||
Shares issued, American Depository Shares (in shares) | 495,050 |
Shareholders' Equity - Share Su
Shareholders' Equity - Share Subscription Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Shareholders' equity | ||||
Proceeds from sale of ordinary shares, net of cost | $ 0 | $ 0 | $ 149,928 | |
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | ||||
Shareholders' equity | ||||
Shares issued (in shares) | 32,746,416 | |||
Proceeds from sale of ordinary shares, net of cost | $ 150,000 | |||
Share price (in dollars per share) | $ 4.58 | |||
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | Celgene Shanghai | ||||
Shareholders' equity | ||||
Transaction cost | $ 72 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted net assets | |||
Minimum required statutory reserve of annual after-tax profit (as a percent) | 10.00% | ||
Required statutory reserve as a percentage of registered capital (as a percent) | 50.00% | ||
Appropriation to statutory reserves | $ 0 | $ 0 | $ 0 |
China | |||
Restricted net assets | |||
Restricted net assets | $ 109,633,000 | $ 93,281,000 |
Employee Defined Contribution_2
Employee Defined Contribution Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
PRC mandated defined contribution | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 23,282,000 | $ 12,713,000 | $ 4,103,000 |
401(k) Plan | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 2,389,000 | 1,275,000 | 455,000 |
Matching contribution of employee's contribution (as a percent) | 50.00% | ||
Participant's compensation matched (as a percent) | 3.00% | ||
Switzerland Pension Plan | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 528,000 | $ 55,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments and Capital Commitments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Capital commitments | |
Purchase commitment | $ 128,532 |
Minimum Purchase Commitments For Supply Purchased | |
Capital commitments | |
Purchase commitment | 97,203 |
Inventories | |
Capital commitments | |
Purchase commitment | 31,329 |
Capital Addition Purchase Commitments | |
Capital commitments | |
Purchase commitment | $ 42,074 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected quarterly financial data (unaudited) | |||||||||||
Revenue | $ 56,892 | $ 50,141 | $ 243,346 | $ 77,833 | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 428,212 | $ 198,220 | $ 238,387 |
Loss from operations | (388,037) | (312,266) | (85,833) | (173,755) | (280,808) | (151,102) | (163,050) | (110,809) | (959,891) | (705,769) | (98,457) |
Net loss | (387,895) | (308,660) | (85,954) | (168,069) | (266,710) | (144,492) | (157,715) | (105,116) | (950,578) | (674,033) | (93,299) |
Net loss attributable to ordinary shareholders | $ (388,061) | $ (307,357) | $ (85,570) | $ (167,640) | $ (268,255) | $ (144,031) | $ (156,887) | $ (104,596) | $ (948,628) | $ (673,769) | $ (93,105) |
Basic and diluted net loss per share (usd per share) | $ (0.49) | $ (0.39) | $ (0.11) | $ (0.22) | $ (0.35) | $ (0.19) | $ (0.22) | $ (0.16) | $ (1.22) | $ (0.93) | $ (0.17) |
Segment and Geographic Inform_3
Segment and Geographic Information - Narratives (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net product revenues by geographic area | |||||||||||
Revenue | $ 56,892 | $ 50,141 | $ 243,346 | $ 77,833 | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 428,212 | $ 198,220 | $ 238,387 |
PRC | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | 221,557 | 132,385 | 24,428 | ||||||||
U.S. | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | 134,689 | 42,793 | 138,423 | ||||||||
Other | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | $ 71,966 | $ 23,042 | $ 75,536 |
Subsequent Events Details (Deta
Subsequent Events Details (Details) | Jan. 13, 2020USD ($) | Jan. 02, 2020USD ($)oncology$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Subsequent Event | |||||
Upfront payments | $ 50,000,000 | $ 89,000,000 | $ 0 | ||
Subsequent Event | EUSA | |||||
Subsequent Event | |||||
Upfront payments | $ 40,000,000 | ||||
Maximum upfront payments | $ 160,000,000 | ||||
Subsequent Event | Forecast | |||||
Subsequent Event | |||||
Oncology assets | oncology | 20 | ||||
Subsequent Event | Forecast | Amgen, Inc | Beigene Ltd | |||||
Subsequent Event | |||||
Equity interest (as a percent) | 20.50% | ||||
Payments to acquire interest | $ 2,800,000,000 | ||||
Per share acquisition price (usd per share) | $ / shares | $ 174.85 |
Uncategorized Items - bgne-2019
Label | Element | Value |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 14,797,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 375,000 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (333,446,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (2,929,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 1,000,747,000 |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 59,000 |
Common Stock, Shares, Outstanding | us-gaap_CommonStockSharesOutstanding | 592,072,330 |
Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 667,143,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (2,666,000) |