AGREEMENT AND PLAN OF MERGER by and among SUMITOVANT BIOPHARMA LTD. TITAN LTD., UROVANT SCIENCES LTD. and, solely with respect to Section 9.13, SUMITOMO DAINIPPON PHARMA CO., LTD. Dated as of November 12, 2020Agreement and Plan of Merger • November 12th, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 12, 2020 (the “Agreement Date”), by among Urovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”), Titan Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”) and, solely with respect to Section 9.13 hereof, Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 9.03.
INVESTOR RIGHTS AGREEMENT dated as of December 27, 2019 by and among Myovant Sciences Ltd., Sumitovant Biopharma Ltd. and Sumitomo Dainippon Pharma Co., Ltd.Investor Rights Agreement • January 3rd, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of December 27, 2019 (the “Effective Time”), by and among Myovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Sumitovant Bio”) and Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”).
LOAN AGREEMENTLoan Agreement • January 3rd, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations • New York
This Loan Agreement, dated as of December 27, 2019 (this “Agreement”), is between Sumitomo Dainippon Pharma Co., Ltd., a company (Kabushiki Kaisha) incorporated under the laws of Japan (the “Lender”), and Urovant Sciences Ltd., an exempted company limited by shares and organized under the laws of Bermuda (the “Borrower” and, together with the Lender, the “Parties” and each, a “Party”).
SHARE RETURN AGREEMENTShare Return Agreement • January 3rd, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations • New York
THIS SHARE RETURN AGREEMENT (this “Agreement”) is made as of December 27, 2019, by and between Roivant Sciences Ltd. (“Roivant”), Sumitovant Biopharma Ltd. (“Sumitovant Biopharma”) and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”). Roivant, Sumitovant Biopharma and Sumitomo shall each also be referred to as a “Party” and together as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 12th, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of November 12, 2020 (this “Agreement”) is made and entered into by and between Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Sumitovant Biopharma Ltd., an exempted limited company incorporated under the laws of Bermuda (“Shareholder”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2024 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.0000000341740141 per share, of Roivant Sciences Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ContractSumitomo Chemical Co., Ltd. • March 6th, 2023 • Pharmaceutical preparations
Reference is made to (i) that certain Share Return Agreement, dated as of December 27, 2019 (as it may be amended from time to time in accordance with its terms, the “Share Return Agreement”), by and among Roivant Sciences Ltd. (“Roivant”), Sumitovant Biopharma Ltd. (“Sumitovant”) and Sumitomo Pharma Co., Ltd. (f/k/a Sumitomo Dainippon Pharma Co., Ltd.) (“SMP”) and (ii) that certain Agreement and Plan of Merger, dated as of October 23, 2022 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among Myovant Sciences Ltd. (“Myovant”), Sumitovant, Zeus Sciences Ltd. (“Merger Sub”) and, solely with respect to Article IX and Annex A of the Merger Agreement, SMP, pursuant to which Merger Sub shall be merged with and into Myovant, with Myovant surviving as a wholly owned subsidiary of Sumitovant (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Return Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2022 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.000000007 per share, of Roivant Sciences Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2021 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.000017727 per share, of Myovant Sciences Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • April 2nd, 2024 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.0000000341740141 per share, of Roivant Sciences Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2023 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.0000000341740141 per share, of Roivant Sciences Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECURITIES PURCHASE PLANSecurities Purchase Plan • March 18th, 2020 • Sumitomo Chemical Co., Ltd. • Pharmaceutical preparations
This agreement with respect to the securities purchase plan, as supplemented by Appendix A attached hereto (the “Purchase Plan”), is entered into on March 13, 2020, by and between Citigroup Global Markets Inc. (“CGMI”) and Sumitovant Biopharma Ltd (the “Company”), with respect to the purchase of common shares, par value $0.000017727 (the “Securities”), issued by Myovant Sciences Ltd. (“Myovant”) and listed on the New York Stock Exchange (the “Principal Market”). The Purchase Plan is intended to comply with the principles of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). CGMI will act as exclusive agent of the Company under this Purchase Plan.
