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.
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).
