CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of certain transactions occurring during our last fiscal year or currently proposed, including those to which (i) Roivant has been a participant, (ii) the amount involved exceeded or will exceed $120,000 and (iii) any of Roivant’s directors, executive officers or holders of more than 5% of Roivant’s share capital, or any members of their immediate family (collectively “Roivant Related Parties”), had or will have a direct or indirect material interest. Unless otherwise noted, the common share numbers disclosed in the transactions and/or agreements described below are presented without giving effect to the subdivision of the common shares that took place at the closing of the Business Combination.
Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Information About Roivant’s Directors” and “Executive Compensation.”
Transactions and Arrangements with Sumitomo Pharma Co., Ltd.
On October 31, 2019, we entered into a transaction agreement with Sumitomo Pharma (the “SumitomoMyovant Top-Up Transaction Agreement”), which closed on December 27, 2019 (the “Sumitomo Closing Date”). Pursuant to the Sumitomo Transaction Agreement, we transferred our entire ownership interest in Myovant, Urovant, Enzyvant, Altavant and Spirovant (collectively “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). Our ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo.
Additionally,In March 2023, Roivant received approximately $114.6 million in connection with the completion of the acquisition by Sumitovant, a wholly-owned subsidiary of Sumitomo TransactionPharma, of Myovant Sciences Ltd. (“Myovant”). Hiroshi Nomura, a member of Roivant’s Board of Directors, is the Chief Executive Officer of Sumitomo Pharma. Mr. Nomura and Matthew Gline, Roivant’s Chief Executive Officer and a member of Roivant’s Board of Directors, are members of the board of directors of Sumitovant.
Sumitomo Lock-Up Agreement we (i) granted Sumitomo options to purchase all, or
As previously disclosed in the case of Dermavant, 75%, of our ownership interestsCompany’s Annual Report on Form 10-K, in six other subsidiaries (Dermavant, Genevant, Lysovant, Metavant, Cytovant and Sinovant (collectively the “Option Vants”)), (ii) (a) transferred the proprietary technology platform DrugOme toJune 2023, Sumitomo (for which Roivant retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access) and (iii) transferred 26,952,143 of ourPharma sold 15,116,277 common shares to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $3.0 billion in cash, resultingthree healthcare specialist funds, including an affiliate of private investment funds advised by Patient Square Capital, in a gain of $2.0 billion after takingprivately negotiated transaction. In connection with the transaction, Sumitomo Pharma entered into account all ofa lock-up agreement effective through February 29, 2024, covering the components ofcommon shares it continues to hold. The buyers also entered into lock-up agreements covering the transaction.common shares acquired in the transaction, through February 29, 2024.
Post-Business Combination Arrangements
In connection with our Business Combination, certain agreements with certain Roivant Related Parties were entered into pursuant to a Business Combination Agreement. The Business Combination closed on September 30, 2021 (the “Closing Date”).
Sponsor Support Agreement
Concurrently with the Sumitomo Transactionexecution of the Business Combination Agreement, (i)MAAC, Patient Square Capital LLC (the “MAAC Sponsor”), Roivant Sumitomo and Sumitovantcertain insiders of MAAC (the “MAAC Insiders”), entered into a transition services agreement, wherebythe Sponsor Support Agreement, which was subsequently amended on June 9, 2021 to reflect both of MAAC’s independent directors (the “MAAC Independent Directors”) and Roivant entering into respective Lock-Up Agreements and further amended on September 30, 2021.
Pursuant to the Sponsor Support Agreement, among other things: (i) the MAAC Sponsor and the MAAC Insiders reaffirmed his, her or its obligations in existing arrangements with MAAC to vote in favor of each of the parties theretoproposals to be voted upon at the meeting of MAAC stockholders in connection with the Business Combination, including approval of the Business Combination Agreement and the transactions contemplated thereby; (ii) the MAAC Sponsor waived any adjustment to the conversion ratio set forth in the governing documents of MAAC or any other anti-dilution or similar protection with respect to the Class B common stock of MAAC, par value $0.0001 per share (the “MAAC Class B Shares”) that may result from the transactions contemplated by the Business Combination; (iii) subject to, and conditioned upon, the occurrence of and effective as of, the Effective Time, the MAAC Sponsor and the MAAC Insiders agreed to provideterminate certain servicesexisting arrangements with MAAC, including existing registration rights and the existing lock-up obligations with respect to one another at cost for a period of timehis, her or its MAAC Shares; (iv) the MAAC Sponsor and the MAAC Insiders that hold common shares immediately following the Sumitomo Closing Date and (ii)prior to the effective time of the Business Combination (the “Effective