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Roivant and Sumitomo Dainippon Pharma's Strategic Alliance

On October 31, 2019, Roivant Sciences Ltd. (“Roivant”), a technology‑enabled healthcare company, and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitimo Dainippon Pharma”), a leading Japanese pharmaceutical company, announced they have signed a definitive agreement for the creation of a novel and broad strategic alliance to form a new company owned and supported by Sumitomo Dainippon Pharma.

This will include the transfer to Sumitomo Dainippon Pharma of Roivant’s ownership interests in five of their biopharmaceutical companies (“Vants”) and access to Roivant’s proprietary technology platforms. In addition, Sumitomo Dainippon Pharma will take an equity stake of over 10% of shares outstanding in Roivant and will have options (“the Options”) to acquire Roivant's ownership interests in up to 6 additional Vants by 2024. Roivant will receive $3 billion from Sumitomo Dainippon Pharma as a payment to enter the alliance, and exercise of the Options by Sumitomo Dainippon Pharma will trigger additional payments to Roivant. Cravath is representing Roivant in connection with the transaction.

The Cravath team is led by partners Damien R. Zoubek and Keith Hallam and includes associates Matthew G. Jones, Jin‑Kyu Baek, Rami Totari, Carly J. Goeman, Maria Ricaurte and Gabriel J. Rust‑Tierney on M&A matters; partner David J. Kappos, practice area attorney Anthony N. Magistrale and associate Ryan J. Wichtowski on intellectual property matters; partner Andrew J. Pitts and senior attorney Mark Mushkin on financing matters; partner Christopher K. Fargo and associates Arvind Ravichandran, Joyce Y. Kim and Leon B. Dalezman on tax matters; partner Christine A. Varney and senior attorney Jesse M. Weiss on antitrust matters; partner Eric W. Hilfers, senior attorney M.C. Tania Balthazaar and associates Anna Mikaelyan and Dixing Tang on executive compensation and benefits matters; partner David J. Perkins, senior attorney Joyce Law and practice area attorneys Brian M. Budnick and Laurel Berkowitz on real estate matters; and partner Matthew Morreale and senior attorney Annmarie M. Terraciano on environmental matters. Karan S. Zoria also worked on M&A matters and Rohan E. George worked on intellectual property matters.