ROIVANT SCIENCES LTD. 26,666,666 Common Shares (par value $0.0000000341740141 per share) Underwriting AgreementUnderwriting Agreement • February 7th, 2023 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 26,666,666 of its common shares, par value $0.0000000341740141 per share (the “Shares”). The 26,666,666 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,999,999 Shares as provided in Section 2. The additional 3,999,999 Shares to be sold by the Company pursuant to such option are called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Goldman Sachs & Co. LLC, SVB Securities LLC, Cowen and Company, LLC and Cantor Fitzgerald & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offer
Roivant Sciences Ltd. as the Company and as Trustee Subordinated Indenture Dated as of [_____]Roivant Sciences Ltd. • September 19th, 2022 • Pharmaceutical preparations • New York
WHEREAS, the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
ROIVANT SCIENCES LTD. COMMON SHARES SALES AGREEMENTSales Agreement • September 19th, 2022 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
ROIVANT SCIENCES LTD. FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of this [•] day of [•], 2021 between Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), and [•] (“Indemnitee”).
Roivant Sciences Ltd. as the Company and as Trustee Senior Indenture Dated as of [_____]Roivant Sciences Ltd. • September 19th, 2022 • Pharmaceutical preparations • New York
SENIOR INDENTURE, dated as of [_____], between Roivant Sciences Ltd., a Bermuda exempted limited company, as the Company, and [_____], as Trustee.
ASSET PURCHASE AGREEMENT by and among GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LTD., GLAXO GROUP LIMITED, AND DERMAVANT SCIENCES GMBH July 10, 2018Asset Purchase Agreement • May 14th, 2021 • Roivant Sciences Ltd. • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and dated as of July 10, 2018, by and among Glaxo Group Limited, a company incorporated under the laws of England and Wales (“GGL”), GlaxoSmithKline Intellectual Property Development Ltd., a company incorporated under the laws of England and Wales (“GIPD,” and together with GGL, “Seller Parties”) and Dermavant Sciences GmbH, a company incorporated under the laws of Switzerland (“Buyer”). Seller Parties and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2021 • Roivant Sciences Ltd. • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of May 14, 2021 (the “Effective Date”), by and between Roivant Sciences, Inc., a Delaware corporation (the “Company”), and Benjamin Zimmer, an individual (“Executive”) (hereinafter collectively referred to as the “Parties”).
MEMORANDUM OF UNDERSTANDING FOR STRATEGIC ALLIANCERoivant Sciences Ltd. • September 6th, 2019 • Pharmaceutical preparations • New York
This non-binding memorandum of understanding (“MoU”), dated September 6, 2019, is entered into between Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) and Roivant Sciences Ltd. (“Roivant” and, together with Sumitomo, each a “Party” and together the “Parties”) to summarize certain material terms for the preparation of one or more definitive agreements (the “Strategic Alliance Agreements”) to be negotiated between the Parties related to a strategic alliance between the Parties. The strategic alliance is contemplated to involve the acquisition by Sumitomo of the ownership interest of Roivant in certain subsidiaries of Roivant, an investment by Sumitomo in Roivant, and ongoing strategic cooperation between the Parties. The Parties acknowledge that the Strategic Alliance Agreements will include additional terms, some of which will be material to the Parties, that do not appear in this MoU. The Parties acknowledge and agree that except as set forth in Sections 13-18 below, this MoU does not
MASTER CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT BY AND AMONG GENEVANT SCIENCES LTD., ARBUTUS BIOPHARMA CORPORATION AND ROIVANT SCIENCES LTD. DATED April 11, 2018Master Contribution and Share Subscription Agreement • April 23rd, 2018 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:
SHARE PURCHASE AGREEMENT by and between ROIVANT SCIENCES LTD. and AXOVANT SCIENCES LTD. Dated as of June 5, 2018Share Purchase Agreement • June 15th, 2018 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”), dated as of June 5, 2018, is made 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 AXOVANT 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.”
FIRST AMENDMENT TO FUNDING AGREEMENTFunding Agreement • May 14th, 2021 • Roivant Sciences Ltd.
This First Amendment to Funding Agreement (this “Amendment”) is made and entered into as of October 11, 2018 (the “First Amendment Effective Date”), by and between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (“Dermavant”), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (“NovaQuest”).
SHARE RETURN AGREEMENTShare Return Agreement • December 31st, 2019 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS SHARE RETURN AGREEMENT (this “Agreement”) is made as of December 27, 2019, by and between Roivant Sciences Ltd. (“Roivant”), Sumitovant Biopharma Ltd. (“Sumitovant Biopharma”) and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”). Roivant, Sumitovant Biopharma and Sumitomo shall each also be referred to as a “Party” and together as the “Parties”.
ContractManufacturing and Supply Agreement • May 14th, 2021 • Roivant Sciences Ltd. • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
ContractManufacturing and Supply Agreement • May 14th, 2021 • Roivant Sciences Ltd. • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
FUNDING AGREEMENTFunding Agreement • May 14th, 2021 • Roivant Sciences Ltd. • New York
This Funding Agreement (this “Agreement”) is entered into as of July 10, 2018 (the “Effective Date”), between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (“Dermavant”), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (“NovaQuest”). Dermavant and NovaQuest are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 1 to the Stock Purchase Agreement (this “Amendment”) is made as of November 17, 2020, by and among Oncopia Therapeutics, Inc., a Delaware corporation (the “Company”), Pharmavant 5, Inc. (“Purchaser”), and the undersigned stockholders of the Company and shall be binding on each other stockholder of the Company who executes and delivers a Joinder Agreement following the date hereof and [***] a North Carolina limited liability company, solely in its capacity as the representative of the Selling Securityholders. Capitalized terms used in this Amendment and not otherwise defined have the meanings given to them in the Purchase Agreement (as defined below).
Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) contains personal information. COMMON SHARES...Common Shares Purchase Agreement • February 14th, 2022 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of February 14, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Roivant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”).
Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the...Cross License Agreement • December 22nd, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
This Third Amendment (this “Amendment”) to the Cross License Agreement dated as of April 11, 2018 by and between Genevant Sciences GmbH, a limited liability company organized and existing under the laws of Switzerland (“Company”), a Subsidiary of Genevant Sciences Ltd. (“Genevant”), as assignee of Genevant, and Arbutus Biopharma Corporation, a British Columbia corporation (“Arbutus”), as previously amended by two separate amendments each dated as of June 27, 2018 (the “Agreement”), is entered into and made effective as of the date of signature of the later of Company and Arbutus to sign below (the “Third Amendment Effective Date”). Arbutus and Company are sometimes referred to in this Amendment collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Agreement.
CREDIT AGREEMENT dated as of May 14, 2021 by and among DERMAVANT SCIENCES LTD., as Parent and Bermuda Borrower, DERMAVANT HOLDINGS LIMITED, as English Borrower, DERMAVANT SCIENCES IRL LIMITED, as Irish Borrower, DERMAVANT SCIENCES GMBH, as Swiss...Credit Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT dated as of May 14, 2021 by and among DERMAVANT SCIENCES LTD., an exempted company incorporated under the laws of Bermuda (the “Parent” or the “Bermuda Borrower”), DERMAVANT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (the “English Borrower”), DERMAVANT SCIENCES IRL LIMITED, a private company limited by shares incorporated under the laws of Ireland (the “Irish Borrower”) DERMAVANT SCIENCES GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (the “Swiss Borrower”), EACH SUBSIDIARY OF THE PARENT LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HEREOF (the “Initial Guarantors”), EACH OTHER SUBSIDIARY OF THE PARENT OTHERWISE PARTY FROM TIME TO TIME HERETO, as a borrower or a guarantor, XYQ LUXCO S.À R.L. (the “Lender”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent hereunder (the “Collateral Agent”).
RIGHT OF FIRST REFUSAL AND NOTICE AGREEMENTRight of First Refusal and Notice Agreement • December 31st, 2019 • Roivant Sciences Ltd. • Pharmaceutical preparations
This RIGHT OF FIRST REFUSAL AND NOTICE AGREEMENT (the “ROFR Agreement”), dated as of December 27, 2019, is made and entered into by and among Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”), and Roivant Sciences Ltd., a Bermuda exempted company limited by shares (“Roivant”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Transaction Agreement (the “Transaction Agreement”), dated as of October 31, 2019, by and among Sumitomo, Roivant, Vant Alliance Ltd., a Bermuda exempted company limited by shares and a wholly-owned direct Subsidiary of Roivant (the “Company”), Enzyvant Therapeutics Ltd., a Bermuda exempted company limited by shares (“Enzyvant”), Altavant Sciences Ltd., a Bermuda exempted company limited by shares (“Altavant”), and Spirovant Sciences Ltd., a Bermuda exempted company limited by shares (“Spirovant”). Sumitomo and Roivant are sometimes referred to herein individually as a “Party
ARBUTUS BIOPHARMA CORPORATION SUBSCRIPTION AGREEMENT FOR PREFERRED SHARESLock-Up Agreement • October 3rd, 2017 • Roivant Sciences Ltd. • Pharmaceutical preparations • British Columbia
The undersigned (the Subscriber) hereby irrevocably subscribes for and agrees to purchase from Arbutus Biopharma Corporation (the Company) that number of preferred shares in the capital of the Company (the Preferred Shares) set out below for the aggregate subscription amount set out below, representing a subscription price per Preferred Share of $100.00 (the Subscription Price), on the terms and subject to the conditions set out in this Subscription Agreement (as defined below). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Preferred Shares”.
STOCK PURCHASE AGREEMENT by and among Oncopia Therapeutics, Inc. (the “Company”), Pharmavant 5, Inc. (“Purchaser”), the Selling Securityholders named herein (“Selling Securityholders”) and (as “Seller Representative”) DATED AS OF NOVEMBER 6, 2020Stock Purchase Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 6, 2020, by and among Oncopia Therapeutics, Inc., a Delaware corporation (the “Company”), Pharmavant 5, Inc. (“Purchaser”), the undersigned stockholders of the Company and each other stockholder of the Company who executes and delivers a Joinder Agreement following the date hereof (each, a “Selling Securityholder,” and together with the Company and Purchaser, each a “Party” and, collectively, the “Parties”), and [***] solely in its capacity as the representative of the Selling Securityholders (and, prior to the Closing, the Company) (the “Seller Representative”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of January, 2021, by and among Pharmavant 5, Inc., a Delaware corporation (the “Company”), and each of the entities and investors listed on Schedule A hereto (each, an “Investor” and, collectively, the “Investors”).
EXCLUSIVE LICENSE AGREEMENT by and between EISAI CO. LTD. and PHARMAVANT 7 GmbH dated as of November 24, 2021Exclusive License Agreement • February 14th, 2022 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of November 24, 2021 (the “Effective Date”) by and between Eisai Co. Ltd., a Japanese corporation with offices at [***] (“Eisai”), and Pharmavant 7 GmbH, a company organized under the laws of Switzerland and having an address of [***] (“Pharmavant”) . For purposes of this Agreement, Eisai and Pharmavant are each referred to herein by name, individually as a “Party” or, collectively, as the “Parties.”
LICENSE AGREEMENT November 21, 2018 by and between CINCINNATI CHILDREN’S HOSPITAL MEDICAL CENTER a not-for-profit corporation organized under the laws of the State of Ohio “Licensor” and ARUVANT SCIENCES GMBH a company organized under the laws of...License Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of November 21, 2018 (the “Effective Date”), by and between Children’s Hospital Medical Center, a not-for-profit corporation organized under the laws of the State of Ohio and doing business as CINCINNATI CHILDREN’S HOSPITAL MEDICAL CENTER, and having an address [***] (“Licensor”), and Aruvant Sciences GmbH, a company organized under the laws of Switzerland and having an address of [***] (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties”.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 14th, 2021 • Roivant Sciences Ltd. • New York
THIS COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of January 15, 2020 (the “Effective Date”), by and between Dermavant Sciences GmbH, a company incorporated under the laws of Switzerland, and having an address at [***] (“Dermavant”) and Japan Tobacco Inc., a company incorporated under the laws of Japan and having its principal place of business at [***] (“Licensee”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • August 3rd, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [__], 2021, by and among Montes Archimedes Acquisition Corp., a Delaware corporation (“MAAC”), Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Warrant Agent”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into as of August 28, 2019 (the “Effective Date”), by and between iNtRON BIOTECHNOLOGY, INC., a company organized under the laws of the Republic of Korea and having an address of [***] (“iNtRON”), and LYSOVANT SCIENCES GMBH, a company organized under the laws of Switzerland and having an address of [***] (“Lysovant”). iNtRON and Lysovant may be referred to herein individually as a “Party” or collectively as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 2 to the Sponsor Support Agreement (this “Amendment”) is made as of September 30, 2021, by and among Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), Montes Archimedes Acquisition Corp., a Delaware corporation (“MAAC”), Patient Square Capital LLC, a Delaware limited liability company (the “MAAC Sponsor”), and each of James C. Momtazee, George Barrett, Maria C. Walker and Steve Oesterle (collectively, the “Insiders” and, together with the MAAC Sponsor, the “Shareholders”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the Sponsor Support Agreement (as defined below) or the Business Combination Agreement (as defined below), as the context so requires.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2021 • Roivant Sciences Ltd. • New York
This Asset Purchase Agreement (the “Agreement”) is entered into as of this 29th day of May, 2012 (the “Effective Date”), by and between Glaxo Group Limited, a company incorporated under the laws of England and Wales with offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN under company number 00305979 (“GSK”) and Welichem Biotech Inc., a company incorporated under the laws of British Columbia with offices at Suite 316, 4475 Wayburne Drive, Burnaby, British Columbia, V5G 3L1, Canada (“Welichem”). GSK and Welichem may be referred to herein separately as a “Party” or together as the “Parties.”
Form of Lock-up AgreementRoivant Sciences Ltd. • December 20th, 2018 • Pharmaceutical preparations • New York
FIFTH AMENDMENT – SPONSORED RESEARCH AGREEMENT (AWD010075)Roivant Sciences Ltd. • July 1st, 2021 • Pharmaceutical preparations
This Fifth Amendment to the Sponsored Research Agreement [***] (the “FIFTH AMENDMENT”) is effective as of November 19, 2020 (the “Fifth Amendment Effective Date”) between Oncopia Therapeutics Inc. (“Sponsor”) having an address at [***] and the Regents of the University of Michigan, a constitutional corporation of the State of Michigan, having a place of business at [***] (“University,” and together with the Sponsor, the “PARTIES”).
Revenue Interest Purchase and Sale Agreement dated as of May 14, 2021 by and among Dermavant Sciences GmbH, the Purchasers party hereto, and solely for purposes of Article IX hereof, U.S. Bank National Association, as collateral agent on behalf of the...Revenue Interest Purchase and Sale Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This Revenue Interest Purchase and Sale Agreement (this “Agreement”) is entered into as of May 14, 2021 (the “Effective Date”) by and among Dermavant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland (“Dermavant”), and, severally and not jointly, the other entities named on the signature pages hereto (together with such entities’ successors and assigns, collectively, the “Purchasers” and, each, a “Purchaser”) and, solely for purposes of Article IX, U.S. Bank National Association, as collateral agent on behalf of the Purchasers (the “Collateral Agent”). Each of the Purchasers and Dermavant is referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER dated as of February 2, 2021 by and among ROIVANT SCIENCES LTD., SILICON INSITE, INC., SILICON TX CHINA and SILICON THERAPEUTICS, LLCAgreement and Plan of Merger • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 2, 2021, is made by and among Roivant Sciences Ltd., a Bermuda exempted company (“Parent”), Silicon Insite, Inc., a Delaware corporation (“Insite”), Silicon TX China, a Cayman Islands exempted company (“STC” and, together with Insite, the “Companies” and each individually, a “Company”), Silicon Therapeutics, LLC, a Delaware limited liability company (“Seller”), and, solely for the limited purposes set forth herein, Silicon SWAT, Inc., a Delaware corporation and wholly-owned Subsidiary of Seller (“SWAT”).
ContractStock Purchase Agreement • November 13th, 2023 • Roivant Sciences Ltd. • Pharmaceutical preparations • Delaware
