MYOVANT SCIENCES LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of Debt SecuritiesIndenture • November 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
INDENTURE, dated as of ________, among MYOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Myovant Sciences Ltd. Common Shares, par value $0.000017727 per share Underwriting AgreementUnderwriting Agreement • May 31st, 2019 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
Myovant Sciences Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 15,151,516 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,272,727 additional shares (the “Optional Shares”) of common shares, par value $0.000017727 per share (the “Common Shares”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
MYOVANT SCIENCES LTD. COMMON SHARES SALES AGREEMENTSales Agreement • April 3rd, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
MYOVANT SCIENCES LTD. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • November 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between MYOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
Myovant Sciences Ltd. [●] Shares 1 Common Shares ($0.00001 par value) Underwriting AgreementMyovant Sciences Ltd. • October 17th, 2016 • Pharmaceutical preparations • New York
Myovant Sciences Ltd., a company incorporated and organized under the laws of Bermuda (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, [●] common shares, $0.00001 par value per common share (“Common Shares”), of the Issuer (said Common Shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [●] additional Common Shares to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”).
MYOVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is entered into as of July 24, 2017 by and between Juan Camilo Arjona Ferreira, M.D. (the “Executive”), and Myovant Sciences, Inc. (the “Company”).
MYOVANT SCIENCES LTD. and , AS WARRANT AGENT FORM OF COMMON SHARE WARRANT AGREEMENT DATED AS OFCommon Share Warrant Agreement • November 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
COMMON SHARE WARRANT AGREEMENT (this “Agreement”), dated as of between MYOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • March 30th, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
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”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 16, 2017 and is entered into by and between Myovant Sciences Ltd., an exempted company incorporated and organized under the laws of Bermuda (“Parent” or “Borrower”), Myovant Holdings Limited, a company incorporated in England and Wales with registered number 10317663 whose registered address is Suite 1, 3rd Floor 11-12 St. James’s Square, London, United Kingdom, SW1Y 4LB (“Myovant England”), Myovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Myovant Switzerland”), Myovant Sciences Ireland Limited, a private company limited by shares organized under the laws of Ireland with registered number 601541 whose registered address is 24/26 City Quay, Dublin 2 (“Myovant Ireland”), Myovant Sciences, Inc., a Delaware corporation (“Myovant Delaware” and, together with Myovant England and Myovant Switzerland and Myovant Ireland, each a “G
AGREEMENT AND PLAN OF MERGER by and among SUMITOVANT BIOPHARMA LTD., ZEUS SCIENCES LTD., MYOVANT SCIENCES LTD. and, solely with respect to Article IX and Annex A, SUMITOMO PHARMA CO., LTD. Dated as of October 23 , 2022Agreement and Plan of Merger • October 24th, 2022 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23 , 2022 (the “Agreement Date”), by and among Myovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”), Zeus Sciences Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”), and, solely with respect to Article IX and Annex A hereof, Sumitomo Pharma Co., Ltd., a company organized under the laws of Japan (“SMP”). 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 Annex A.
MYOVANT SCIENCES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of November 7, 2018 by and between Juan Camilo Arjona Ferreira, M.D. (the “Executive”), and Myovant Sciences, Inc. (the “Company”).
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 • February 10th, 2020 • Myovant Sciences 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”).
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”).
LOAN AGREEMENTLoan Agreement • February 10th, 2020 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Loan Agreement, dated as of December 27, 2019 (this “Agreement”), is among Sumitomo Dainippon Pharma Co., Ltd., a company (Kabushiki Kaisha) incorporated under the laws of Japan (the “Lender”), Myovant Sciences Ltd., an exempted company organized under the laws of Bermuda (the “Parent”), and Myovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland (the “Borrower” and, together with the Parent and the Lender, the “Parties” and each, a “Party”).
MYOVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2021 • Myovant Sciences Ltd. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is hereby made between Myovant Sciences, Inc. (the “Company”) and Uneek Mehra (the “Executive”) (collectively, the “Parties”). This Agreement shall become effective on August 12, 2021 (the “Effective Date”).
MYOVANT SCIENCES LTD. and , AS WARRANT AGENT FORM OF PREFERENCE SHARE WARRANT AGREEMENT DATED AS OFPreference Share Warrant Agreement • November 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
PREFERENCE SHARE WARRANT AGREEMENT (this “Agreement”), dated as of between MYOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
LICENSE AGREEMENT by and between TAKEDA PHARMACEUTICALS INTERNATIONAL AG and ROIVANT ENDOCRINOLOGY LTD. Dated as of April 29, 2016License Agreement • October 25th, 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.”
SHARE PURCHASE AGREEMENT by and between ROIVANT SCIENCES LTD. and MYOVANT SCIENCES LTD. Dated as of April 2, 2018Share Purchase Agreement • April 3rd, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”), dated as of April 2, 2018, by and between ROIVANT SCIENCES LTD. (the “Investor”), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom, and MYOVANT SCIENCES LTD. (the “Company”), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. The Investor and the Company are collectively referred to as “the Parties.”
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • February 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of November 11, 2016 (the “Effective Date”), by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (“Service Provider”), Myovant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“MSG”), Myovant Sciences, Inc. (f/k/a Roivant Endocrinology, Inc.), a corporation organized under the laws of the State of Delaware (“MSI”), and Myovant Sciences Ltd. (f/k/a Roivant Endocrinology Ltd.), an exempted limited company organized under the laws of the country of Bermuda (“MSL”, and together with MSI and MSG, the “Service Recipients” and each a “Service Recipient”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 26th, 2021 • Myovant Sciences Ltd. • Pharmaceutical preparations • California
This Separation Agreement and General Release (this “Agreement”) is hereby entered into as of August 11, 2021, by and between Frank Karbe, an individual (the “Employee”), and Myovant Sciences, Inc. (the “Company”), on behalf of itself, and its direct and indirect parents, subsidiaries and affiliated entities (collectively, the “Company Group”).
AGREEMENT FOR THE MANUFACTURE & SUPPLY OF CLINICAL TRIAL MATERIAL BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED, AND MYOVANT SCIENCES LTD. DATE: JUNE 7, 2016Myovant Sciences Ltd. • October 20th, 2016 • 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.
SERVICES AGREEMENTServices Agreement • February 13th, 2017 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Services Agreement (the “Agreement”) is entered into effective as of November 11, 2016 (the “Effective Date”), by and between Roivant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“Service Provider”) and Myovant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“Service Recipient”).
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”).
MYOVANT SCIENCES LTD. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 24th, 2019 • Myovant Sciences Ltd. • Pharmaceutical preparations
This Restricted Stock Award Agreement (the “Agreement”), dated __________ (the “Grant Date”), is made by and between Myovant Sciences Ltd., a Bermuda exempted limited company (the “Parent”) and ____________ (the “Participant”).
SECOND WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2018 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Second Waiver and Amendment to Securities Purchase Agreement (the “Waiver and Amendment”) is entered into as of the 30th day of March 2018, by and among Myovant Sciences Ltd., an exempted company incorporated and organized under the laws of Bermuda (“Issuer”), Myovant Holdings Limited, a company incorporated in England and Wales with registered number 10317663 (“Myovant England”), Myovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Myovant Switzerland”), Myovant Sciences Ireland Limited, a private company limited by shares organized under the laws of Ireland with registered number 601541 (“Myovant Ireland”), Myovant Sciences, Inc., a Delaware corporation (“Myovant Delaware” and, together with Myovant England, Myovant Switzerland and Myovant Ireland, each a “Guarantor”, and together with Issuer, collectively, the “Note Parties”), the several banks and other financial institutions or en
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Myovant Sciences Ltd. • July 28th, 2021 • Pharmaceutical preparations • New York
This side letter agreement (the “Side Letter Agreement”) relates to the Myovant/Pfizer Agreement, under which Myovant and Pfizer have agreed for Pfizer to have an exclusive option to obtain exclusive commercialization and promotion rights and related development rights for the Oncology Product(s) in the Oncology Field in the Pfizer Territory (each as defined therein), among other activities, in accordance with the terms of the Myovant/Pfizer Agreement. The Parties now wish to enter into this Side Letter Agreement to extend the time period within which Pfizer may exercise such exclusive option under Section 10.5 of the Agreement.
MYOVANT SCIENCES, LTD. AMENDMENT NO. 1 TO THE STOCK OPTION GRANT NOTICEMyovant Sciences Ltd. • November 12th, 2019 • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO THE STOCK OPTION GRANT NOTICE (this “Amendment”) is entered into as of August 26, 2019, by and between Myovant Sciences, Ltd. (the “Company”), and [Name]1 (“Optionholder”).
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. MARKET ACCESS SERVICES AGREEMENTMarket Access Services Agreement • November 12th, 2020 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This Market Access Services Agreement (this “Agreement”) is entered into as of August 1, 2020 (the “Effective Date”) by and between Sunovion Pharmaceuticals Inc., a Delaware corporation, having a principle place of business at 84 Waterford Drive, Marlborough, MA 01752 (“Sunovion”) and Myovant Sciences GmbH, a Swiss company, having a principle place of business at Viadukstrasse 8, 4051 Basel, Switzerland (“Myovant”). Sunovion and Myovant may individually be referred to as a “Party” and collectively as the “Parties”.
Amendment to License AgreementLicense Agreement • May 18th, 2020 • Myovant Sciences Ltd. • Pharmaceutical preparations
This Amendment (this “Amendment”) to the License Agreement, dated April 29, 2016, (the “License Agreement”) 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 Myovant Sciences Ltd. (formally with the name “Roivant Endocrinology Ltd.”), an exempted limited company incorporated under the laws of Bermuda, and having its Granted office at 2 Church Street, Hamilton, Bermuda (the “Former Licensee”) is being entered into as of November 19, 2019 (the “Amendment Effective Date”), by and among Takeda, Myovant Sciences GmbH, a Switzerland limited liability company with an address of Viaduktstrasse 8, 4051 Basel, Switzerland (the “Licensee”) and Roivant Sciences Ltd. (“RSL”) (with respect to RSL, solely for purposes of Section 5.5, Section 5.6, Section 11.5.3, and Section 16.8 of the License Agreement) in accordance with
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. AMENDMENT NO.1 TO CONSULTING AGREEMENTConsulting Agreement • February 11th, 2021 • Myovant Sciences Ltd. • Pharmaceutical preparations
This Amendment No.1 (this “Amendment”) to the Consulting Agreement (the “Consulting Agreement”) dated May 18, 2020, effective as of May 11, 2020, by and between Myovant Sciences GmbH, having a registered office at Viaduktstrasse 8, 4051 Basel, Switzerland (“Myovant”), and Sumitovant Biopharma, Inc., having an office at 151 W. 42nd Street, 15th Floor, New York NY 10036 (“Sumitovant” or “Consultant”), is being entered into effective as of November 11, 2020, by and between Myovant and Sumitovant.
CONSULTING AGREEMENTConsulting Agreement • August 11th, 2020 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2020, effective as of May 11, 2020 (“Effective Date”), by and between Myovant Sciences GmbH (“Myovant”) having a registered office at Viaduktstrasse 8, 4051 Basel, Switzerland and Sumitovant Biopharma, INC. (“Sumitovant”), having an office at 151 W. 42nd Street, 15th Floor, New York NY 10036 (“Consultant”).
DATE] Dear __________,Myovant Sciences Ltd. • May 11th, 2021 • Pharmaceutical preparations
In recognition of your ongoing key contributions and continued importance to the success of Myovant Sciences, Inc. (the “Company”), I am pleased to offer you a special, one-time cash retention bonus, subject the terms and conditions described in this letter (this “Letter Agreement”).
INFORMATION SHARING AND COOPERATION AGREEMENTInformation Sharing and Cooperation Agreement • September 23rd, 2016 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This Information Sharing and Cooperation Agreement, dated as of July 6, 2016 (this “Agreement”), is by and between Roivant Sciences Ltd., a Bermuda exempted company (“Roivant”), and Myovant Sciences Ltd., a Bermuda exempted company (“Myovant”, with each of Roivant and Myovant, a “Party” and together, the “Parties”).
COLLABORATION AND LICENSE AGREEMENT by and between MYOVANT SCIENCES GMBH and PFIZER INC. Dated as of December 26, 2020Collaboration and License Agreement • February 11th, 2021 • Myovant Sciences Ltd. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 26, 2020 (the “Effective Date”) by and between MYOVANT SCIENCES GMBH, a Swiss company, having a principal place of business at Viaduktstrasse 8, 4051 Basel Switzerland (“Myovant”), and PFIZER INC., a Delaware company, having a principal place of business at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Each of Myovant and Pfizer is referred to individually as a “Party” and collectively as the “Parties.”
