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, 2020Merger Agreement • November 13th, 2020 • Urovant Sciences 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.
