Exhibit 10.1


 


AMENDMENT NO.
1


TO


REGISTRATION
RIGHTS AGREEMENT


 


This
Amendment No. 1 to the Registration Rights Agreement (this “Amendment”) is made as of December 1, 2020
and effective as of December 31, 2020, by and among BeiGene, Ltd., a Cayman Islands exempted company (the “Company”)
and the undersigned Investors. Capitalized terms used but not otherwise defined herein shall have the meanings given to such
terms in the Registration Rights Agreement dated as of November 16, 2016, by and among the Company and the Investors thereto (the
 “Registration Rights Agreement”).


 


WHEREAS,
the Company and the Investors are parties to the Registration Rights Agreement;


 


WHEREAS,
in accordance with Section 3.2 of the Registration Rights Agreement, no amendment, alteration or modification of any of the provisions
of the Registration Rights Agreement shall be binding unless made in writing and signed by each of the Company and the Investors;
and


 


WHEREAS,
the Company and the Investors desire to amend the Registration Rights Agreement, effective as of December 31, 2020, as set forth
in this Amendment.


 


NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Investors hereby
agree as follows:


 


		1.	Section 2.9 of the Registration Rights Agreement is deleted in its entirety and replaced
with:



 


“Termination
of Status as Registrable Securities. The Registrable Securities shall cease to be Registrable Securities upon the earliest
to occur of the following events: (i) such Registrable Securities have been sold pursuant to an effective Registration Statement;
(ii) such Registrable Securities have been sold by the Investors pursuant to Rule 144 (or other similar rule), (iii) such Registrable
Securities may be resold by the Investor holding such Registrable Securities without limitations as to volume or manner of sale
pursuant to Rule 144; or (iv) December 31, 2023.”


 


		2.	Except to the extent modified herein, the terms and conditions of the Registration Rights Agreement
shall remain in full force and effect.



 


		3.	This Amendment shall be governed by, and construed in accordance with, the law of the State of
New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.



 


		4.	This Amendment may be executed in any number of counterparts, each of which shall be enforceable
against the parties that execute such counterparts (including by facsimile or other electronic means), and all of which together
shall constitute one instrument. 



 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement.


 


	 	COMPANY:
	 	 
	 	BEIGENE, LTD.
	 	 
	 	By:	/s/ Scott A. Samuels
	 	Name: 	Scott A. Samuels
	 	Title:	Senior Vice President, General Counsel






 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement.  




 


	 	INVESTORS:  
	 	 
	 	667, L.P.
	 	 
	 	By:	BAKER BROS. ADVISORS LP,
	 	 	management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner.
	 	 	 
	 	By:	/s/ Scott L. Lessing
	 	Name:	Scott L. Lessing
	 	Title:	President
	 	   	   
	 	BAKER BROTHERS LIFE SCIENCES, L.P.
	 	 	 
	 	By:	BAKER BROS. ADVISORS LP,
	 	 	management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner.
	 	 	 
	 	By:	/s/ Scott L. Lessing
	 	Name:	Scott L. Lessing
	 	Title:	President









 






     


     


    

 


	 	14159, L.P.
	 	 	 
	 	By:	BAKER BROS. ADVISORS LP,

    management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner to 14159, L.P., and not as the general partner.

	 	 	 
	 	By:	/s/ Scott L. Lessing
	 	Name:	Scott L. Lessing
	 	Title:	President






 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement.




 


	 	INVESTORS:  
	 	 
	 	HILLHOUSE BGN HOLDINGS LIMITED
	 	 	 
	 	By:	/s/ Colm O’Connell
	 	Name: Colm O’Connell
	 	Title: Director



 


	 	GAOLING FUND, L.P.
	 	 	 
	 	By:	/s/ Cuifang (Tracy) Ma
	 	Name: Cuifang (Tracy) Ma
	 	Title: Authorised Signatory 
	 	 
	 	YHG INVESTMENT, L.P.
	 	 	 
	 	By:	/s/ Cuifang (Tracy) Ma
	 	Name: Cuifang (Tracy) Ma
	 	Title: Authorised Signatory