Chi-Med Announces Proposed Offering of ADSs

87 Pages·2017·0.36 MB·English

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
Chi-Med Announces Proposed Offering of ADSs
London: Tuesday, October 24, 2017: Hutchison China MediTech Limited (“Chi-Med”) (AIM/Nasdaq: HCM)
announced today that it intends to offer, subject to market and other conditions, US$262.0 million of American
Depositary Shares ("ADSs"), each representing one-half of one ordinary share, par value US$1.00 each of
Chi-Med ("Ordinary Shares"), on the Nasdaq Global Select Market ("Offering"). Chi-Med intends to grant the
underwriters a 30-day option to purchase up to an aggregate of US$39.3 million of additional ADSs at the
Offering price. There can be no assurance as to whether or when the Offering may be completed, or as to the
actual size or final terms of the Offering. The price for the Offering has not yet been determined.
The proceeds from the Offering, if completed, are expected to be used to fund the on-going research and
development of the Chi-Med Innovation Platform drug pipeline and for working capital and general corporate
purposes.
Details of the final terms of the Offering will be determined following the bookbuilding process.
The Directors intend that the Offering would be effected within existing allotment authorities and pre-emption
disapplications granted pursuant to shareholder resolutions passed at Chi-Med's annual general meeting held
on April 27, 2017. The Offering would therefore not be conditional upon shareholder approval.
Hutchison Healthcare Holdings Limited ("HHHL"), Chi-Med's majority shareholder holding approximately
60.36% of Chi-Med’s share capital, has given a non-binding indication of interest to purchase up to US$182.0
million in ADSs in the aggregate in the Offering on the same terms as other investors. As a substantial
shareholder of Chi-Med, HHHL is a related party under the AIM Rules for Companies ("AIM Rules").
Participation in the Offering by HHHL would be expected to constitute a related party transaction for the
purposes of Rule 13 of the AIM Rules. This would require the Directors to make a statement that, having
consulted with Panmure Gordon (UK) Limited (nominated adviser of Chi-Med), they consider the terms of the
relevant participation in the Offering by HHHL to be fair and reasonable insofar as shareholders of Chi-Med
are concerned. Further details of any participation by HHHL in the Offering will be set out in the
announcement to be made on the closing of the bookbuilding exercise.
BofA Merrill Lynch and Deutsche Bank Securities (in alphabetical order) are acting as joint global coordinators
and joint bookrunners for the Offering. Stifel, Canaccord Genuity, Panmure Gordon and CITIC CLSA are
acting as co-managers for the potential Offering.
The ADSs described above are being offered by Chi-Med pursuant to a shelf registration statement on Form
F-3 (including a base prospectus) filed by Chi-Med with the United States Securities and Exchange
Commission ("SEC") that became automatically effective on April 3, 2017. A preliminary prospectus
supplement and an accompanying prospectus to this registration statement related to the Offering, an extract
of which has been appended to this announcement, have been filed with the SEC. The preliminary prospectus
supplement, the accompanying prospectus and any documents incorporated by reference therein are
available on the website of the SEC at www.sec.gov. Electronic copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the Offering may be obtained from (i) BofA Merrill
Lynch by mailing NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn:
Prospectus Department or emailing [email protected], or (ii) Deutsche Bank Securities Inc.
by mailing 60 Wall Street, New York, NY 10005, Attention: Prospectus Group or emailing
[email protected].
No money, securities or other consideration is being solicited, and, if sent in response to the information
contained in this announcement, will not be accepted.
Shareholders and potential investors should note that the proposed Offering may or may not proceed and are
accordingly advised to exercise caution when dealing in securities of Chi-Med.
References herein to this announcement includes the appendices to it.
This announcement is being issued pursuant to and in accordance with Rule 135e under the United States
Securities Act of 1933, as amended ("Securities Act"). This announcement does not constitute a prospectus
and does not constitute an offer to sell or the solicitation of an offer to purchase or acquire, any of the
Ordinary Shares or ADSs or any other securities in the United States of America or any other jurisdiction.
Securities may not be offered or sold in the United States of America absent registration or an exemption from
registration under the Securities Act. Any public offering of securities to be made in the United States of
America will be made by means of a prospectus. Such prospectus will contain or incorporate by reference
detailed information about Chi-Med and its management and financial statements. This announcement does
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
This announcement is not directed to, or intended for distribution or use by, any person or entity that is a
citizen or resident or located in any locality, state, country or other jurisdiction where such distribution,
publication, availability or use would be contrary to law or regulation or which would require any registration or
licensing within such jurisdiction.
The distribution of this announcement into jurisdictions other than the UK may be restricted by law. Persons
into whose possession this announcement come should inform themselves about and observe any such
restrictions.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014
("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Offering with the
result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.
This inside information is set out in this announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside information relating to Chi-Med
and its securities.

About Chi-Med

Chi-Med is an innovative biopharmaceutical company which researches, develops, manufactures and sells
pharmaceuticals and healthcare products. Its Innovation Platform, Hutchison MediPharma Limited, focuses
on discovering and developing innovative therapeutics in oncology and autoimmune diseases for the global
market. Its Commercial Platform manufactures, markets and distributes prescription drugs and consumer
health products in China.
Chi-Med is majority owned by the multinational conglomerate CK Hutchison Holdings Limited (SEHK: 0001).
For more information, please visit: www.chi-med.com.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Chi-Med’s
current expectations regarding future events, including management's goals and objectives and a potential
public Offering in the United States. Forward-looking statements involve risks and uncertainties. Such risks
and uncertainties include, among other things, the possibility that the Offering will not be completed within a
particular time frame, at a particular offering amount, or at all, including as a result of market or other factors.
More information about such risks and uncertainties is contained or incorporated by reference in the
preliminary prospectus supplement and the accompanying prospectus related to the Offering filed with the
SEC. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. For further discussion of these and other risks, see Chi-
Med’s filings with the SEC and on AIM. None of Chi-Med, BofA Merrill Lynch or Deutsche Bank Securities (in
alphabetical order) undertakes any obligation to update or revise the information contained in this
announcement whether as a result of new information, future events or circumstances or otherwise.

Important Notice

No prospectus required for the purposes of the Prospectus Directive or admission document will be made
available in connection with the matters contained in this announcement. For these purposes, the term
“Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member States) and includes any relevant implementing measure in the
Relevant Member State and the term “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication, in so far as it constitutes an invitation or inducement to enter into investment activity
(within the meaning of s21 Financial Services and Markets Act 2000 as amended) in connection with the
securities which are the subject of the Offering described in this announcement or otherwise, is being directed
only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, or the Order, (ii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons who fall within
Article 43(2) of the Order to whom it may lawfully be communicated (all such persons together each being
referred to as a “relevant person”). The ADSs are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this announcement or any of its contents.

CONTACTS

Investor Enquiries
Mark Lee, Senior Vice President, Corporate [phone]
Finance & Development

U.K. & International Media Enquiries
Anthony Carlisle, Citigate Dewe Rogerson [phone] (Mobile) [email protected]

U.S. Based Media Enquiries
Brad Miles, BMC Communications [phone] (Mobile) [email protected]
Susan Duffy, BMC Communications [phone] (Mobile) [email protected]

Investor Relations
Matt Beck, The Trout Group [phone] (Mobile) [email protected]
David Dible, Citigate Dewe Rogerson [phone] (Mobile) [email protected]

Panmure Gordon (UK) Limited
Richard Gray / Andrew Potts [phone]
Appendix
Preliminary Prospectus Supplement and Accompanying Prospectus to Form F-3 Registration
Statement
teot SUBJECT TO COMPLETION, DATED OCTOBER 24, 2017
en
ple PROSPECTUS SUPPLEMENT
mr
a (To prospectus dated April 3, 2017)
coe
ot d w $262,000,000 of American Depositary Shares
nn
s a (Representing Ordinary Shares)
ut ies
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ec
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ee
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e
ah
933, as o sell t Hutchison Chin16aAU G2M015133e54d854iTech Limited
of 1er t We are offering $262,000,000 of American Depositary Shares, or ADSs, representing our ordinary
ct off shares, par value $1.00 per share. Each ADS represents one-half of one ordinary share.
An
es t a Our ADSs are listed on the Nasdaq Global Select Market, and our ordinary shares are admitted to
itino trading on the AIM market of the London Stock Exchange plc, or AIM, under the symbol ‘‘HCM.’’ On
curre d. October 23, 2017, the closing sale price of our ADSs on the Nasdaq Global Select Market was $27.50 per
Ses atte ADS, and the closing sale price of our ordinary shares on the AIM market was £43.15 per share.
e umi
r thpectper contIanivneesdt iinng tihni so uprr oAsDpeScst uins vsoulvpepsl eam heingth bdeeggirnenei nogf roinsk p. aSgeee Sth-1e 1‘.‘Risk Factors’’ section
deost
unprno PRICE: $ per ADS
t g s
mennyinale i Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Per ADS $ Total
eas
tatmpor Underwriting discount(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
n scoer Proceeds, before expenses, to us . . . . . . . . . . . . . . . . . . . . . . . . $ $
ocf
ratihe ae of (1) We refer you to the ‘‘Underwriting’’ section of this prospectus supplement for additional information
egistnd te th regarding total underwriting compensation.
ve rnt awher ADSWs fer ohmav eu sg rwainthteind 3th0e d uanyds eorfw trhitee rdsa tthee o rfi gthhtis t op rpousprcehcatuses usupp tpol eamne angtg aret gtahtee pouf b$l3ic9 ,o3f0f0e,r0in00g apdridcieti, olneassl
ctimen underwriting discounts and commissions.
feeo
n efuppldicti subsiHdiuatrcyh oisfo Cn KHHeaultthchcaisroen H Hooldldininggss LLiimmiitteedd, , oar cHomHpHaLny, oinucro mrpaojroartietyd sihna trheeh oCldayemr aann dI sala nwdhso allny do lwisnteedd
o as sris on The Stock Exchange of Hong Kong Limited, has indicated an interest in purchasing up to $182.0
tuu
s tj million in ADSs in the aggregate in this offering on the same terms as other investors. However, because
atepecny indications of interest are not binding agreements or commitments to purchase, the underwriters may
ent rely proses in a dmineoctlreuerd mtinhingae na ,t sol ea ss esr letls hmualnot rooefr, tlnehosesn peor rio cnfi ont ghs eht easrrhmeasrs e.i nsS tethheie s‘y ‘oP hfrfaoevsrepin eigcn tdtuoisc aHStueHpdHp alLen,m ionertn eHtr eSHsutHm iLnm mpaurayry—c hdTaeshtieenr gmO iifnnf eet rhtionis g po.’u’ffrecrhiansge,
marti
enri
plmicu Neither the Securities and Exchange Commission nor any state securities commission has approved or
pie disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or
s suprelse s the accompanying prospectus. Any representation to the contrary is a criminal offense.
pectuThis y the The underwriters expect to deliver the ADSs against payment on or about , 2017.
osd. bu Joint Global Coordinators and Joint Bookrunners
prgeo (in alphabetical order)
ary hanrs t BofA Merrill Lynch Deutsche Bank Securities
mine coffe
b
prelimay ting Stifel Canaccord Genuity Co-PMaannamgeurrse Gordon & Co. CITIC CLSA
This and solici The date of this prospectus supplement is , 2017.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
PROSPECTUS SUPPLEMENT SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
PRICE RANGE OF OUR AMERICAN DEPOSITARY SHARES AND OUR ORDINARY
SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-20
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-31
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-40
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-40
WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . S-40
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . . . . S-41
PROSPECTUS
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CAPITALIZATION AND DILUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
WHERE YOU CAN FIND ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . 38
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a part of a registration statement on Form F-3, or the accompanying
prospectus, that we have filed with the Securities Exchange Commission, or SEC, on April 3, 2017
(File No. 333-217101).
This prospectus supplement describes the terms of this offering of ADSs and also adds to and updates
information contained in the documents incorporated by reference into this prospectus supplement and
the accompanying prospectus. To the extent there is a conflict between the information contained in this
prospectus supplement and the information contained in any document incorporated by reference into this
prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement. If any statement in one of these documents is inconsistent with a statement in
another document having a later date—for example, a document incorporated by reference into this
prospectus supplement—the statement in the document having the later date modifies or supersedes the
earlier statement.
Before buying any of the ADSs that we are offering, we urge you to carefully read this prospectus
supplement and the accompanying prospectus, together with additional information under the headings
‘‘Incorporation of Certain Documents By Reference’’ and ‘‘Where You Can Find Additional Information’’
and any other information that you may need to make a decision to invest in our ADSs.
No action is being taken in any jurisdiction outside the United States to permit a public offering of the
ADSs or possession or distribution of this prospectus supplement or the accompanying prospectus in that
jurisdiction. Persons who come into possession of this prospectus supplement or the accompany prospectus
in jurisdictions outside the United States are required to inform themselves about and to observe any
restrictions as to this offering and the distribution of the prospectus supplement and the accompanying
prospectus applicable to that jurisdiction.
In this prospectus supplement, unless otherwise indicated, references to the ‘‘company,’’ ‘‘Chi-Med,’’
‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Hutchison China MediTech Limited and its consolidated subsidiaries and
joint ventures. References to ‘‘China’’ or the ‘‘PRC’’ refer to the People’s Republic of China, excluding, for
the purpose of this prospectus supplement only, the Hong Kong Special Administrative Region, the Macau
Special Administrative Region and Taiwan.
Neither we nor the underwriters have authorized anyone to provide you with different or additional
information to that contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus or in any free writing prospectus prepared by us or on our behalf or to which we
have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. This prospectus supplement and the accompanying prospectus
may only be used where it is legal to sell these securities. You should not assume that the information
contained in this prospectus supplement and the accompanying prospectus or the documents incorporated
by reference, and any free writing prospectus that we have authorized for use in connection with this
offering, is accurate as of any date other than their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates.
This prospectus supplement, the accompanying prospectus and the information incorporated by
reference herein and therein include trademarks, service marks and trade names owned by us or other
companies. All trademarks, service marks and trade names included or incorporated by reference into this
prospectus supplement and the accompanying prospectus are the property of their respective owners.
Although we are responsible for all disclosure contained in this prospectus supplement and the
accompanying prospectus, in some cases we have relied on certain market and industry data obtained from
third-party sources that we believe to be reliable. Market estimates are calculated by using independent
industry publications, government publications and third-party forecasts in conjunction with our
assumptions about our markets. While we are not aware of any misstatements regarding any market,
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industry or similar data presented herein, such data involve risks and uncertainties and are subject to
change based on various factors, including those discussed under the headings ‘‘Forward-Looking
Statements’’ and ‘‘Risk Factors’’ in this prospectus supplement and the accompanying prospectus and
under similar headings in the documents incorporated by reference into this prospectus supplement and
the accompanying prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated herein
and therein by reference contain forward-looking statements made under the ‘‘safe harbor’’ provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or to
our future financial performance and involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. The
words ‘‘anticipate,’’ ‘‘assume,’’ ‘‘believe,’’ ‘‘contemplate,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’
‘‘goal,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘might,’’ ‘‘objective,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘positioned,’’
‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or the negative of these terms or other similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words.
By their nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. We believe that these risks
and uncertainties include, but are not limited to, those described in the ‘‘Risk Factors’’ sections of this
prospectus supplement, the accompanying prospectus as well as in other documents incorporated by
reference, which include, but are not limited to, the following:
(cid:127) the initiation, timing, progress and results of our or our collaboration partners’ pre-clinical and
clinical studies, and our research and development programs;
(cid:127) our or our collaboration partners’ ability to advance our drug candidates into, and/or successfully
complete, clinical studies;
(cid:127) the timing of regulatory filings and the likelihood of favorable regulatory outcomes and approvals;
(cid:127) regulatory developments in China, the United States and other countries;
(cid:127) the adaptation of our Commercial Platform to market and sell our drug candidates and the
commercialization of our drug candidates, if approved;
(cid:127) the pricing and reimbursement of our and our joint ventures’ products and our drug candidates,
if approved;
(cid:127) our ability to contract on commercially reasonable terms with contract research organizations,
third-party suppliers and manufacturers;
(cid:127) the scope of protection we and our joint ventures are able to establish and maintain for intellectual
property rights covering our or our joint ventures’ products and our drug candidates;
(cid:127) the ability of third parties with whom we contract to successfully conduct, supervise and monitor
clinical studies for our drug candidates;
(cid:127) our planned use of proceeds;
(cid:127) estimates of our expenses, future revenue, capital requirements and our needs for additional
financing;
(cid:127) our ability to obtain additional funding for our operations;
(cid:127) the potential benefits of our collaborations and our ability to enter into future collaboration
arrangements;
(cid:127) the ability and willingness of our collaborators to actively pursue development activities under our
collaboration agreements;
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(cid:127) our or our joint venture Nutrition Science Partners Limited’s receipt of milestone or royalty
payments pursuant to our strategic alliances with AstraZeneca AB (publ), or AstraZeneca,
Lilly (Shanghai) Management Co., Ltd., or Eli Lilly, and Nestle´ Health Science S.A., or Nestle´
Health Science, as applicable;
(cid:127) the rate and degree of market acceptance of our drug candidates;
(cid:127) our financial performance;
(cid:127) our ability to attract and retain key scientific and management personnel;
(cid:127) our relationship with our joint venture and collaboration partners;
(cid:127) developments relating to our competitors and our industry, including competing drug products; and
(cid:127) changes in our tax status or the tax laws in the jurisdictions that we operate.
These factors should not be construed as exhaustive and should be read with the other cautionary
statements in this prospectus supplement, the accompanying prospectus as well as in other documents
incorporated by reference.
Although we base these forward-looking statements on assumptions that we believe are reasonable
when made, we caution you that forward-looking statements are not guarantees of future performance and
that our actual results of operations, financial condition and liquidity, and the development of the industry
in which we operate may differ materially from those made in or suggested by the forward-looking
statements contained in this prospectus supplement and the accompanying prospectus. In addition, even if
our results of operations, financial condition and liquidity, and the development of the industry in which
we operate, are consistent with the forward-looking statements contained in this prospectus supplement
and the accompanying prospectus, those results or developments may not be indicative of results or
developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-
looking statements. Any forward-looking statement that we make in this prospectus supplement and the
accompanying prospectus speaks only as of the date of such statement, and we undertake no obligation to
update any forward-looking statements or to publicly announce the results of any revisions to any of those
statements to reflect future events or developments. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future performance, unless
specifically expressed as such, and should only be viewed as historical data.
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