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.
