MYOVANT SCIENCES LTD. EARLY EXERCISE STOCK PURCHASE AGREEMENT UNDER THE 2016 EQUITY INCENTIVE PLANEarly Exercise Stock Purchase Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • California
THIS AGREEMENT is made by and between Myovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and (“Purchaser”).
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MYOVANT SCIENCES LTD. Indemnification AgreementIndemnification Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations
This INDEMNIFICATION AGREEMENT, dated and effective as of (this “Agreement”), is by and between MYOVANT SCIENCES LTD., an exempted limited company incorporated under the laws of Bermuda (the “Company” (as such definition is further expanded below)) , and, if such individual is a Director serving the Company as a representative of an entity, (each an “Indemnitee” and collectively, the “Indemnitees”).
SERVICES AGREEMENTServices Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Services Agreement (the “Agreement”) is entered into effective as of April 29, 2016 (the “Effective Date”), by and between Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (“Service Provider”), Myovant Sciences Ltd., an exempted limited company organized under the laws of the country of Bermuda (“MSL”), and Myovant Sciences, Inc., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of MSL (“MSI”, and together with MSL, the “Service Recipients” and each a “Service Recipient”).
LICENSE AGREEMENT by and between TAKEDA PHARMACEUTICALS INTERNATIONAL AG and ROIVANT ENDOCRINOLOGY LTD. Dated as of April 29, 2016License Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made effective as of April 29, 2016 (the “Effective Date”) by and between Takeda Pharmaceuticals International AG a company incorporated under the laws of Switzerland having its principal place of business at Thurgauerstrasse 130, 8152 Glattpark-Opfikon Zurich, Switzerland (“Takeda”) and Roivant Endocrinology Ltd., an exempted limited company incorporated under the laws of Bermuda, a having its registered office at 2 Church Street, Hamilton, Bermuda (“Licensee”). Licensee and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT FOR THE MANUFACTURE & SUPPLY OF CLINICAL TRIAL MATERIAL BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED, AND MYOVANT SCIENCES LTD. DATE: JUNE 7, 2016Manufacturing Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Project Work Order (the “PWO”), effective as of [DATE] (the “PWO Effective Date”), is incorporated into and shall be governed by the Agreement for the Manufacturing & Supply of Clinical Trial by and between Takeda Pharmaceutical Company Limited and Myovant Sciences Ltd., (“Myovant”), dated of June 7, 2016. For the purposes of this PWO, “Takeda” shall mean Takeda Pharmaceutical Company Limited or the Takeda Affiliate that signs this PWO. Capitalized but undefined terms shall have the meanings first ascribed to them in the Agreement.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April 29, 2016, by and among Roivant Endocrinology Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Roivant Sciences Ltd. and Takeda Pharmaceuticals International AG (“Takeda”) (each, an “Investor”).
ROIVANT ENDOCRINOLOGY LTD. WARRANT TO PURCHASE SHARESWarrant Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This Warrant (this “Warrant”) is issued to Takeda Pharmaceuticals International AG (“Takeda” and together with its successors and permitted assigns, the “Holder”), on April 29, 2016 (the “Issue Date”) by Roivant Endocrinology Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), in connection with the License Agreement dated as of April 29, 2016 by and between the Company and Takeda.
OPTION AGREEMENTOption Agreement • September 30th, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Option Agreement (this “Agreement”), dated as of June 1, 2016 (the “Effective Date”), is by and between Roivant Sciences Ltd., a Bermuda exempted company (“Roivant”), and Myovant Sciences Ltd., a Bermuda exempted company previously known as Roivant Endocrinology Ltd. (“Myovant”). Each of RSL and Myovant may be referred to herein as a “Party” and together as the “Parties”.