| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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(a) The following documents are filed as part of this Annual Report on Form 10-K:
- Financial Statements:
For a list of the consolidated financial statements included herein, see “Index to Consolidated Financial Statements” under Part I, Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules:
All schedules have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements, financial notes or supplementary financial information.
(b) Exhibits required by Item 601 of Regulation S-K:
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
Exhibits
| Exhibit Number · Description · Incorporated by Reference · Filing Date |
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| Form · File No. · Exhibit |
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| 2.1* | Business Combination Agreement, dated as of May 1, 2021, by and among Montes Archimedes Acquisition Corp., Roivant Sciences Ltd. and Rhine Merger Sub, Inc. | 10-K | 001-40782 | 2.1 | June 28, 2022 |
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| 2.2#* | Agreement and Plan of Merger, dated as of February 2, 2021, by and among Roivant Sciences Ltd., Silicon Insite, Inc., Silicon TX China, Silicon Therapeutics, LLC and Silicon SWAT, Inc. | S-4/A | 333-256165 | 2.2 | July 1, 2021 |
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| 2.3* | Transaction Agreement, dated as of October 31, 2019, by and among Sumitomo Dainippon Pharma Co., Ltd., Vant Alliance Ltd., Roivant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. | SC 13D/A | — | 7.04 | November 4, 2019 |
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| 2.4#* | Asset Purchase Agreement, dated as of July 10, 2018, by and among GlaxoSmithKline Intellectual Property Development Ltd., Glaxo Group Limited and Dermavant Sciences GmbH | S-4 | 333-256165 | 2.6 | May 14, 2021 |
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| 2.5#* | Asset Purchase Agreement, dated as of May 29, 2012, by and between Glaxo Group Limited and Welichem Biotech Inc. | S-4 | 333-256165 | 2.7 | May 14, 2021 |
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| 2.6#* | First Amendment to the Asset Purchase Agreement, dated as of August 31, 2012, by and between Glaxo Group Limited and Welichem Biotech, Inc. | S-4 | 333-256165 | 2.8 | May 14, 2021 |
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| 2.7* | Amendment No. 1 to the Business Combination Agreement, dated June 9, 2021, by and among Montes Archimedes Acquisition Corp., Roivant Sciences Ltd. and Rhine Merger Sub, Inc. | 10-K | 001-40782 | 2.9 | June 28, 2022 |
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| 2.8#†* | Stock Purchase Agreement, by and among Roche Holdings, Inc., Roivant Sciences Ltd., Pfizer Inc. and Telavant Holdings, Inc., dated as of October 22, 2023 | 10-Q | 001-40782 | 2.1 | November 13, 2023 |
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| 3.1* | Memorandum of Association of Roivant Sciences Ltd. | S-4/A | 333-256165 | 3.1 | July 1, 2021 |
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| 3.2* | Amended and Restated Bye-laws of Roivant Sciences Ltd. | 8-K | 001-40782 | 3.1 | October 1, 2021 |
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| 4.1* | Specimen Ordinary Share Certificate of Roivant Sciences Ltd. | S-4/A | 333-256165 | 4.5 | August 3, 2021 |
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| 4.2* | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-40782 | 4.5 | June 28, 2023 |
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| 10.1* | Third Amended and Restated Registration Rights Agreement, dated as of May 1, 2021, by and among Roivant Sciences Ltd. and the parties thereto | 10-K | 001-40782 | 10.1 | June 28, 2022 |
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| 10.2* | Sponsor Support Agreement, dated as of May 1, 2021, by and among Roivant Sciences Ltd., Montes Archimedes Acquisition Corp., Patient Square Capital LLC and certain shareholders of Roivant Sciences Ltd. | 10-K | 001-40782 | 10.3 | June 28, 2022 |
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| 10.3* | Form of Transaction Support Agreement, dated as of May 1, 2021, by and among Roivant Sciences Ltd., Montes Archimedes Acquisition Corp. and certain shareholders of Roivant Sciences Ltd. | 10-K | 001-40782 | 10.4 | June 28, 2022 |
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| 10.4* | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and Montes Archimedes Acquisition Corp. | 8-K | 001-39597 | 10.1 | October 13, 2020 |
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| 10.5#* | License Agreement, dated as of December 19, 2017, by and between HanAll Biopharma Co., Ltd. and Roivant Sciences GmbH | 8-K | 001-38906 | 10.6 | December 20, 2019 |
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| 10.6#* | Collaboration and License Agreement, dated as of January 15, 2020, by and between Dermavant Sciences GmbH and Japan Tobacco Inc. | S-4 | 333-256165 | 10.7 | May 14, 2021 |
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| 10.7#* | Clinical Manufacturing and Supply Agreement, dated August 20, 2018, by and between Dermavant Sciences GmbH and GlaxoSmithKline Trading Services Limited | S-4 | 333-256165 | 10.8 | May 14, 2021 |
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| 10.8#* | Commercial Manufacturing and Supply Agreement, dated April 1, 2019, by and between Dermavant Sciences GmbH and GlaxoSmithKline Trading Services Limited | S-4 | 333-256165 | 10.9 | May 14, 2021 |
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| 10.9#* | Funding Agreement, dated as of July 10, 2018, by and between Dermavant Sciences GmbH and NovaQuest Co-Investment Fund VIII, L.P. | S-4 | 333-256165 | 10.10 | May 14, 2021 |
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| 10.10#* | First Amendment to Funding Agreement, dated as of October 11, 2018, by and between Dermavant Sciences GmbH and NovaQuest Co-Investment Fund VIII, L.P. | S-4 | 333-256165 | 10.11 | May 14, 2021 |
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| 10.11#* | Cross License Agreement, dated as of April 11, 2018, by and between Genevant Sciences Ltd. and Arbutus Biopharma Corporation | 10-Q | 001-34949 | 10.3 | August 7, 2020 |
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| 10.12#* | First Amendment to Cross License Agreement, dated as of June 27, 2018, by and among Genevant Sciences Ltd., Genevant Sciences GmbH and Arbutus Biopharma Corporation | 10-Q | 001-34949 | 10.4 | August 7, 2020 |
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| 10.13#* | Second Amendment to Cross License Agreement, dated as of June 27, 2018, by and among Genevant Sciences Ltd., Genevant Sciences GmbH and Arbutus Biopharma Corporation | 10-Q | 001-34949 | 10.5 | August 7, 2020 |
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| 10.14* | Form of Indemnity Agreement | S-4/A | 333-256165 | 10.24 | July 1, 2021 |
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| 10.15*^ | Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan | S-4 | 333-256165 | 10.25 | May 14, 2021 |
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| 10.16*^ | Roivant Sciences Ltd. 2021 Equity Incentive Plan | S-8 | 333-260173 | 99.1 | October 8, 2021 |
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| 10.17*^ | Executive Employment Agreement between Roivant Sciences, Inc. and Matthew Gline, dated as of May 14, 2021 | S-4 | 333-256165 | 10.28 | May 14, 2021 |
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| 10.18*^ | Executive Employment Agreement between Roivant Sciences, Inc. and Eric Venker, dated as of May 14, 2021 | S-4 | 333-256165 | 10.29 | May 14, 2021 |
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| 10.19#* | Credit Agreement by and among Dermavant Sciences Ltd., Dermavant Holdings Limited, Dermavant Sciences IRL Limited, Dermavant Sciences GmbH, certain subsidiaries of Dermavant Sciences Ltd., XYQ Luxco S.A.R.L. and U.S. Bank National Association, as collateral agent, dated as of May 14, 2021 | S-4/A | 333-256165 | 10.31 | July 1, 2021 |
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| 10.20#* | Revenue Interest Purchase and Sale Agreement by and among Dermavant Sciences GmbH, certain purchasers and U.S. Bank National Association as collateral agent, dated as of May 14, 2021 | S-4/A | 333-256165 | 10.32 | July 1, 2021 |
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| 10.21* | Amendment No. 1 to the Support Agreement, dated as of June 9, 2021, by and among Roivant Sciences Ltd., Montes Archimedes Acquisition Corp., Patient Square Capital LLC and certain shareholders of Roivant Sciences Ltd. | 10-K | 001-40782 | 10.28 | June 28, 2022 |
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| 10.22* | Amendment No. 2 to the Support Agreement, dated as of September 30, 2021, by and among Roivant Sciences Ltd., Montes Archimedes Acquisition Corp., Patient Square Capital LLC and certain shareholders of Roivant Sciences Ltd. | 8-K | 001-40782 | 10.1 | October 1, 2021 |
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| 10.23*^ | Amended & Restated Roivant Sciences Ltd. Employee Stock Purchase Plan | 10-K | 001-40782 | 10.27 | June 28, 2023 |
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| 10.24#* | Third Amendment to Cross License Agreement, dated December 9, 2021, by and between Genevant Sciences GmbH and Arbutus Biopharma Corporation | S-1 | 333-261853 | 10.37 | December 22, 2021 |
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| 10.25#†* | Exclusive License Agreement, dated as of November 24, 2021, by and between Eisai Co. Ltd and Pharmavant 7 GmbH | 10-Q | 001-40782 | 10.1 | February 14, 2022 |
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| 10.26#†* | Investor Rights Agreement, dated as of September 13, 2021, by and among Priovant Holdings, Inc., Roivant Sciences Ltd. and Pfizer Inc. | 10-K | 001-40782 | 10.36 | June 28, 2022 |
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| 10.27#†* | License and Collaboration Agreement, dated as of September 13, 2021, by and between Pfizer Inc. and Priovant, Inc. | 10-K | 001-40782 | 10.37 | June 28, 2022 |
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| 10.28#* | Amendment No. 1 to License and Collaboration Agreement, dated as of June 10, 2022, by and between Pfizer Inc. and Priovant, Inc. | 10-K | 001-40782 | 10.38 | June 28, 2022 |
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| 10.29^* | Employment Agreement between Roivant Sciences, Inc. and Mayukh Sukhatme, dated as of May 19, 2020 | S-1/A | 333-26 | 10.39 | July 28, 2022 |
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| 10.30#†* | Partial Termination and Supplementary Fee Agreement relating to the Clinical Supply Agreement and Commercial Supply Agreement, dated as of July 25, 2022, by and between GlaxoSmithKline Trading Services Limited and Dermavant Sciences GmbH | 10-Q | 001-40782 | 10.1 | November 14, 2022 |
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| 10.31#†* | Master Commercial Manufacturing and Supply Agreement, dated as of July 1, 2022, by and between Dermavant Sciences GmbH and Thermo Fisher Scientific Cork Limited | 10-Q | 001-40782 | 10.2 | November 14, 2022 |
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| 10.32* | Form of Stock Option Grant Notice under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan | 10-K | 001-40782 | 10.39 | June 28, 2023 |
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| 10.33* | Form of Restricted Stock Unit Award Grant Notice under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan | 10-K | 001-40782 | 10.40 | June 28, 2023 |
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| 10.34* | Form of Performance Option Grant Notice under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan | 10-K | 001-40782 | 10.41 | June 28, 2023 |
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| 10.35* | Form of Capped Value Appreciation Right Award Grant Notice under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan | 10-K | 001-40782 | 10.42 | June 28, 2023 |
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| 10.36* | Form of Stock Option Grant Notice under the Roivant Sciences Ltd. 2021 Equity Incentive Plan | 10-K | 001-40782 | 10.43 | June 28, 2023 |
| 10.37* | Form of Restricted Stock Unit Award Grant Notice under the Roivant Sciences Ltd. 2021 Equity Incentive Plan | 10-K | 001-40782 | 10.44 | June 28, 2023 |
| 10.38# | Master Services Agreement, between Samsung Biologics Co., Ltd. and Immunovant Sciences GmbH, dated April 30, 2021 | 10-Q | 001-38906 | 10.2 | February 4, 2022 |
| 10.39# | Product Service Agreement, between Samsung Biologics Co., Ltd. and Immunovant Sciences GmbH, dated November 17, 2021 | 10-Q | 001-38906 | 10.3 | February 4, 2022 |
| 21.1 | List of Subsidiaries of Roivant Sciences Ltd. | — | — | — | Filed herewith |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Roivant Sciences Ltd. | — | — | — | Filed herewith |
| 24.1 | Power of Attorney (included on signature page) | — | — | — | Filed herewith |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith |
| 97 | Roivant Sciences Ltd. Compensation Recoupment Policy | — | — | — | Filed herewith |
| 101.INS | Inline XBRL Instance Document | — | — | — | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | — | Filed herewith |
| # | Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to Roivant Sciences Ltd. if publicly disclosed. |
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| † | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. |
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| ** | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
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| ^ | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b). |
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