EX-10.11



 Exhibit 10.11 

EXECUTION VERSION 
 INFORMATION
SHARING AND COOPERATION AGREEMENT 
 This Information Sharing and Cooperation Agreement, dated as of July 6, 2016 (this
“Agreement”), is by and between Roivant Sciences Ltd., a Bermuda exempted company (“Roivant”), and Myovant Sciences Ltd., a Bermuda exempted company
(“Myovant”, with each of Roivant and Myovant, a “Party” and together, the “Parties”).  

RECITALS 
 WHEREAS,
Roivant is the beneficial owner of a majority of the issued and outstanding stock of Myovant; 
 WHEREAS, Roivant and Myovant currently
contemplate that Myovant will engage in an initial public offering (“IPO”) of shares of Myovant’s stock (“Shares”) pursuant to a Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the “SEC”);  
 WHEREAS, in connection with the IPO, Myovant will apply
to list the Shares for trading on the NASDAQ Stock Market (“NASDAQ”);  
 WHEREAS, Roivant’s
majority ownership of Myovant after the IPO will require Roivant to continue consolidating Myovant’s financial statements with its own under U.S. generally accepted accounting principles (“GAAP”) and SEC reporting
requirements; 
 WHEREAS, the significance of Myovant to Roivant may, under certain circumstances, result in Roivant requiring access to
certain information regarding Myovant even if Roivant ceases to consolidate Myovant’s financial statements with its own; and 

WHEREAS, the Parties intend that this Agreement shall set forth the principal arrangements between Roivant and Myovant regarding the sharing
of information and cooperation of the Parties in connection with the preparation of each Party’s financial statements and, to the extent applicable in the future, their respective reporting obligations under other circumstances, from and after
the date of effectiveness of the Registration Statement for the IPO (the “Effective Date”).  
 NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows.

 ARTICLE I 

FINANCIAL REPORTING AND DISCLOSURE COVENANTS 

Section 1.01 Financial Reporting and Controls. The Parties agree that they will comply with the requirements set forth in this Section
1.01, (A) with respect to Sections 1.01(b), (c), (d), (g), (h) and (j) from and after the Effective Date, and (B) with respect to Sections 1.01(a) through (j), from and after such time that Roivant (i) notifies Myovant that it is actively engaging
in the preparation of a registration statement to be filed under the Securities Act for an initial public offering of its securities or (ii) has a class of securities registered under Section 13(a) or 15(d) of the Exchange Act, in each case. for so
long as Roivant is required (x) by GAAP reporting requirements to consolidate the results of operations and financial position of Myovant, (y) to account for its investment in Myovant under the equity method of accounting (determined in accordance
with GAAP and consistent with SEC reporting requirements), or (z) pursuant to any rule of the SEC that is applicable to Roivant and requires Roivant to include separate financial statements of Myovant in any filing with the SEC. Notwithstanding
anything to the contrary and for further clarification purposes, all covenants of Myovant contained in this Article II of this Agreement will expire and 

  
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terminate when Roivant is no longer required by GAAP reporting requirements to consolidate the results of the operations and financial position of Myovant, account for its investment in Myovant
under the equity method of accounting, or otherwise include separate financial statements of Myovant in its filings with the SEC pursuant to any rule of SEC. 

(a) Disclosure of Financial Controls. In connection with the filing of Roivant’s annual and quarterly reports under the Exchange
Act or any investigations of prior periods, Myovant shall cause its principal executive officer and principal financial officer to provide to Roivant (A) on a timely basis, if this provision is applicable by virtue of Section 1.01(x) and (B) on a
timely basis and if reasonably requested by Roivant, if this provision is applicable by virtue of Sections 1.01(y) or (z), (1) certifications to Roivant corresponding to those required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
(2) any certificate that may be reasonably necessary for Roivant to satisfy the requirements applicable to it under Section 404 of the Sarbanes-Oxley Act of 2002, (3) any certificates or other written information that Myovant’s principal
executive officer or principal financial officer received as support for the certificates provided to Roivant and (4) a reasonable opportunity to discuss with Myovant’s principal financial officer and other appropriate officers and employees of
Myovant any issues reasonably related to the foregoing. 
 (b) Quarterly Financial Statements. 

(i) As soon as reasonably practicable and no later than 15 days before the date by which Roivant is required to file a quarterly report on
Form 10-Q if this provision is applicable by virtue of Section 1.0l(x) above or 10 days before the date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section l.0l(y) or (z) above,
Myovant will deliver to Roivant reasonably complete drafts of (i) the consolidated financial statements of Myovant (and notes thereto) for the quarterly periods and for the period from the beginning of the current fiscal year to the end of such
quarter, setting forth in each case in comparative form for each such fiscal quarter of Myovant the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year prepared in accordance with Article 10
of Regulation S-X and GAAP and (ii) a discussion and analysis by management of Myovant’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material period-to-period change
and any off-balance sheet transactions, prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “Myovant Quarterly Financial Statements.” As
soon as reasonably possible and no later than 5 days before the date by which Roivant is required to file a quarterly report on Form 10-Q, Myovant will deliver to Roivant the final form of the Myovant Quarterly Financial Statements, provided,
however, that Myovant may continue to revise such Myovant Quarterly Financial Statements prior to its filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered
by Myovant to Roivant as soon as reasonably possible. At Roivant’s request, Myovant’s representatives will consult and discuss with Myovant’s representatives any such corrections, updates and changes. To the extent that the fiscal
year of Roivant is not the same as the fiscal year of Myovant or Roivant is not subject to reporting obligations under Section 13(a) or l5(d) of the Exchange Act, the obligation to deliver Myovant Quarterly Financial Statements before the date by
which Roivant is required to file its quarterly report on Form 10-Q shall be determined based on the date by which Myovant is required to file its quarterly report on Form 10-Q. 

(ii) As soon as reasonably practicable and no later than 45 days after the end of its fiscal year, Myovant will deliver to Roivant its
consolidated financial statements (and 

  
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notes thereto) for the last quarter of its fiscal year, setting forth in each case in comparative form for such fiscal quarter of Myovant the consolidated figures (and notes thereto) for the
corresponding quarter of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP; provided, however, that Myovant may continue to revise such financial statements in order to make corrections, updates
and changes in connection with the preparation of its audited annual financial statements, which corrections, updates and changes, if substantive, will be delivered by Myovant to Roivant as soon as reasonably possible. 

(c) Annual Financial Statements. As soon as reasonably practicable and no later than 45 days after the end of its fiscal year if this
provision is applicable by virtue of Section 1.0l(x) above or 55 days after the end of its fiscal year if this provision is applicable by virtue of Section 1.01(y) or (z) above, Myovant will deliver to Roivant reasonably complete drafts of (i) the
consolidated financial statements of Myovant (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal years, prepared in accordance with Article 10 of
Regulation S-X and GAAP and (ii) a discussion and analysis by management of Myovant’s financial condition and results of operations for such year, including, without limitation, an explanation of any material period-to-period changes and any
off-balance sheet transactions, prepared in accordance with Item 303(a) and 305 of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “Myovant Annual Financial
Statements.” As soon as reasonably possible and no later than 15 days before the date by which Roivant is required to file its annual report on Form 10-K if this provision is applicable by virtue of Section 1.01(x)
above or 10 days before the date by which Roivant is required to file its annual report on Form 10-K if this provision is applicable by virtue of Section 1.0l (y) or (z) above, Myovant will deliver to Roivant the final form of the Myovant
Annual Financial Statements and an opinion on the Myovant Annual Financial Statements by Myovant’s independent registered public accountants (the “Myovant Auditors”); provided, however, that Myovant may, if
necessary, continue to revise such Myovant Annual Financial Statements prior to the filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by Myovant to Roivant as
soon as reasonably possible. At Roivant’s request, Myovant’s representatives will consult and discuss with Roivant’s representatives any such corrections, updates and changes. To the extent that the fiscal year of Roivant is not the
same as the fiscal year of Myovant or Roivant is not subject to reporting obligations under Section 13(a) or 15(d) of the Exchange Act, the obligation to deliver Myovant Annual Financial Statements before the date by which Roivant is required to
file its annual report on Form 10-K shall be determined based on the date by which Myovant is required to file its quarterly report on Form 10-K. 

(d) Conformance of Financial Statements. Subject to the other terms in this Agreement, Myovant shall not make or adopt any significant
changes to its accounting estimates or accounting policies and principles from those in effect on the Effective Date to the extent that such changes would significantly impact Roivant’s financial statements. Notwithstanding the previous
sentence, nothing in this Agreement shall prevent Myovant making those changes to its accounting estimates or accounting policies and principles if such changes are required by GAAP or which the audit committee of Myovant determines are necessary or
appropriate for the proper presentation of such Party’s financial statements; provided, however, that Myovant shall first consult with Roivant and, if requested by Roivant, with Roivant’s independent certified public
accountants. 
 (e) Press Releases and Similar Information. Myovant and Roivant will consult with each other as to the timing of
their annual and quarterly earnings releases and any interim financial guidance for a current or future period and, to the extent reasonably possible. If the Parties are unable to agree as to such timing, then Roivant and Myovant shall each make


  
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reasonable efforts to issue their respective annual and quarterly earnings releases at approximately the same time on the same date, which will include for these purposes during the same period
of time beginning after the close of market on one day and ending just prior to the opening of market on the next day. Roivant and Myovant agree to consult with each other as to the timing of their respective earnings release conference calls. 

(f) Cooperation on Roivant Filings. Myovant agrees to provide to Roivant, and to instruct the Myovant Auditors to provide to Roivant,
all material information with respect to Myovant that Roivant reasonably requires in connection with the preparation by Roivant of its Quarterly Reports on Form10-Q. Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on
Form 8-K and any registration statements, or other filings made by Roivant with the SEC, any national securities exchange or otherwise made publicly available with respect to the disclosures pertaining to Myovant (collectively, the
“Roivant Public Filings”). The Parties agree to reasonably cooperate with each other with respect to the requesting and furnishing of such required information in order to enable Roivant to file all Roivant Public
Filings within the deadlines as required by applicable law. Myovant will cause the Myovant Auditors (as defined below) to consent to any reference to them as experts in any Roivant Public Filings required under any law, rule or regulation. 

(g) Access to the Myovant Auditors. Myovant will authorize the Myovant Auditors to make reasonably available to the Roivant Auditors
both the personnel who performed, or are performing, the annual audit and quarterly reviews of Myovant and work papers related to the annual audit and quarterly reviews of Myovant, in all cases within a reasonable time prior to the Roivant Auditors
opinion date, so that the Roivant Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Myovant Auditors as it relates to the Roivant Auditors’ report on Roivant’s statements. 

(h) Access to Records. If Roivant determines in good faith that there may be a material inaccuracy in Myovant’s financial
statements or deficiency or inadequacy in Myovant’s internal accounting controls or operations that could reasonably be expected to materially impact Roivant’s financial statements, and at Roivant’s request, Myovant will provide
Roivant’s internal auditors with reasonable access to Myovant’s books and records so that Roivant may conduct reasonable audits relating to the financial statements provided by Myovant under this Agreement, as well as to the internal
accounting controls and operations of Myovant. 
 (i) Provision of Information. Myovant shall provide, or cause to be provided, to
Roivant, as soon as reasonably practicable after request therefor, confirmation as to whether Myovant is in possession of information that would reasonably be considered to be material nonpublic information with respect to Myovant under applicable
U.S. securities laws, and sufficient additional information as is necessary, in the reasonable judgment of Roivant and its counsel, to determine whether such information is material with respect to Roivant under applicable U.S. securities laws. 

(j) Fiscal Year. Myovant shall not change its fiscal year without the prior written consent of Roivant. 

  
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 ARTICLE II 

EXCHANGE OF INFORMATION: CONFIDENTIALITY 

Section 2.01 Privilege. In the event that Myovant reasonably determines that the provision of information pursuant to this Agreement
would violate any law or bona fide contractual restriction, or result in the waiver of any Privilege, the Parties shall take all commercially reasonable measures to permit the compliance with the provision of information obligations in a manner that
avoids any such harm or consequence, which shall include, but not be limited to, compliance with Sections 2.05, 2.06 and 2.07 hereof. For purposes of this Agreement, the term “Privilege” shall mean information and advice that
has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege, work product exemption or similar concept of legal protection. 

Section 2.02 Ownership of Information. Any information owned by Myovant that is provided to Roivant pursuant to the terms of this
Agreement shall be deemed to remain the property of Myovant. Unless expressly set forth in this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right, title or interest (whether by license or
otherwise) in, to, or under any such information. 
 Section 2.03 Record Retention. To facilitate the provision of information
pursuant to this Agreement after the Effective Date. Myovant, agrees to retain all information in its possession or control on Effective Date in accordance with its document retention policies, as such policies may be reasonably amended or revised
after the Effective Date. Myovant shall provide Roivant with reasonable notice of any material amendment or revision to its retention policies after the Effective Date. Myovant shall not materially amend or revise its retention policy in effect at
the time of its IPO for a period of three years after the IPO. 
 Section 2.04 Limitations of Liability. Myovant shall have no
liability to Roivant in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate or the requested information is not provided, in the absence of willful misconduct by, or gross negligence of Myovant.
Myovant shall not have any liability to Roivant if any information is destroyed in compliance with its document retention policies. 

Section 2.05 Confidentiality. 

(a) Subject to Section 2.07, Roivant agrees to hold, and to cause its respective directors, officers, employees, agents, accountants,
counsel and other advisors and representatives, including for the avoidance of doubt underwriters or other parties providing financing to Roivant, to hold in strict confidence, with at least the same degree of care that applies to its confidential
and proprietary information pursuant to its policies in effect as of the Effective Date, all information with respect to Myovant that is accessible to it, in its possession (including information in its possession prior to the Effective Date) or
furnished by Myovant, or accessible to, in the possession of, or furnished to Roivant pursuant to this agreement or otherwise, except, in each case, to the extent that such information (i) is or becomes part of the public domain through no breach of
this Agreement by Roivant or its directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) was independently developed following the Effective Date by employees or agents of Roivant or its directors,
officers, employees, agents, accountants, counsel and other advisors and representatives who have not accessed or otherwise received the applicable information; provided that such independent development can be demonstrated by
competent, contemporaneous written records of Roivant, (iii) becomes available to Roivant following the Effective Date on a non-confidential basis from a third party who is not bound directly or indirectly by a duty of confidentiality to Myovant; or
(iv) is provided by Myovant and appropriately disclosed by Roivant in accordance with the terms of Article I. 

  
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 (b) The Parties acknowledge that they may have in their possession confidential or proprietary
information of third Parties that was received under confidentiality or non-disclosure agreements with such third Party. The Parties will hold in strict confidence the confidential and proprietary information of third Parties to which they have
access in accordance with the terms of any such agreements. 
 (c) Notwithstanding anything herein to the contrary, following the Effective
Date, Roivant shall be permitted to (i) use the Myovant trademark in its written materials when referencing Myovant, (ii) provide confidential information regarding Myovant (including but not limited to historical financial and other
information) to persons who have a legitimate reason to know such information and who are under an obligation to keep such information confidential, and (iii) publish non-confidential information of Myovant (including but not limited to historical
financial and other information). 
 (d) Notwithstanding anything to the contrary in this Article III, Roivant shall have no right to use
any information disclosed by Myovant unless otherwise provided for in this Agreement or specifically provided for in any other agreement between the Parties. 

Section 2.06 Protective Arrangements. In the event that Roivant either determines on the advice of its counsel that it is required to
disclose any information pursuant to applicable law (including the rules and regulations of the SEC in connection with any proposed registration of Roivant’s securities under the Securities Act of 1933, as amended (the
“Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or pursuant to the requirements of any national securities exchange) or receives any request or demand
from any governmental authority to disclose or provide information of Myovant that is subject to the confidentiality provisions hereof. Roivant shall notify Myovant prior to disclosing or providing such information and shall cooperate at the expense
of Roivant in seeking any reasonable protective arrangements (including by seeking confidential treatment of such information) requested by Myovant. Subject to the foregoing, Roivant may thereafter disclose or provide information to the extent
required by such law (as so advised by counsel) or requested or required by such governmental authority; provided, however, that Roivant provides Myovant, to the extent legally permissible, upon request with a copy of the information
so disclosed. 
 Section 2.07 Preservation of Legal Privileges. 

(a) The parties recognize that they possess and will possess Privileged information. Each Party recognizes that they shall be jointly entitled
to the Privilege with respect to such Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so
as to protect the Privileges with respect to the other Party’s interest. To that end, neither Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other
Party, which shall not be unreasonably withheld. In the event that Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of
Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. 

(b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information
that is the subject of a Privilege, or if a 

  
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Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information,
such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 2.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of
written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of
competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. 

ARTICLE III 
 TAX
MATTERS 
 Section 3.01 PFIC. For so long as Roivant owns stock of Myovant, Myovant will use reasonable best efforts to
avoid, in respect of any taxable year, being treated as a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the Code, including, but not limited to, causing any of its subsidiaries to
file an election pursuant to Treasury Regulation Section 301.7701-3. No later than 75 days after the end of each taxable year. Myovant shall deliver to Roivant an analysis as to whether Myovant believes
that it will be treated as a PFIC in respect of such taxable year. Such analysis may be prepared by Myovant, but in preparing such analysis Myovant shall consult with its internationally recognized tax advisors. 

Section 3.02 OEF Information. Myovant shall use reasonable best efforts to provide, and shall cause each of its subsidiaries to use
reasonable best efforts to provide, to Roivant all information that may be necessary to allow Roivant, and any direct or indirect owners of Roivant, to evaluate the analysis referenced in Section 3.01 and to fulfill their U.S. tax filing and
reporting obligations. Myovant shall provide, and shall cause each of its subsidiaries to provide, such information to Roivant, and any direct or indirect owners of Roivant, as may reasonably be required to timely file and maintain a “qualified
electing fund” election (as defined in Section 1295(a) of the Code) with respect to any such entity. 
 Section 3.03 No Passive
Income. For a period of six months after the consummation of the IPO, Myovant shall invest its cash and cash equivalents in a non-interest bearing account and will not otherwise generate “passive income” within the meaning of
Section 1297(b) of the U.S. Internal Revenue Code of 1986, as amended. 
 ARTICLE IV 

DISPUTE RESOLUTION 

Section 4.01 Limitation on Monetary Damages: Equitable Remedies. Myovant and Roivant hereby agree that neither Party shall have any
liability for monetary damages for any breach of this Agreement so long as such Party used commercially reasonable efforts to comply with the obligation such Party breached and continues thereafter to use commercially reasonable efforts to remedy
such breach. In addition to other remedies provided by applicable law. Myovant and Roivant may each enforce the provisions of this Agreement through such legal or equitable remedies as a court of competent jurisdiction shall allow without the
necessity of proving actual damages or bad faith, and the Party subject to a claim under this Agreement hereby waives any claim or defense that such Party has an adequate remedy at law, and waives any requirement for the securing or posting of any
bond in connection with such equitable remedy. 

  
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 Section 4.02 Disputes. The procedures for discussion, negotiation and mediation set forth
in this Article V shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or the transactions contemplated hereby
or thereby (including all actions taken in furtherance of the transactions contemplated hereby on the Effective Date). Myovant hereby agrees that its members of the board of directors or senior management that are not affiliated with Roivant shall
lead all discussions, negotiations and mediations that occur pursuant to this Article V. 
 Section 4.03 Escalation; Mediation.

 (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute,
controversy or claim between or among them with respect to the matters covered by this Agreement. In furtherance of the foregoing, any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an
“Escalation Notice”) demanding an in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or
division within such entity). A copy of any such Escalation Notice shall be given to the general counsel, or like officer or official, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation
Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their
commercially reasonable efforts to meet within 30 days of the Escalation Notice. 
 (b) If the Parties are not able to resolve the dispute,
controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the
Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of
mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall
be a prerequisite to the commencement of any action by either Party. 
 Section 4.04 Court Actions. 

(a) In the event that any Party, after complying with the provisions set forth in Section 4.03 above, desires to commence an action, such
Party, subject to Section 6.15, may submit the dispute, controversy or claim (or such series of related disputes, controversies or claims) to any court of competent jurisdiction as set forth in Section 6.15. 

(b) Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement
during the course of dispute resolution pursuant to the provisions of this Article IV, except to the extent such commitments are the subject of such dispute, controversy or claim. 

  
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 ARTICLE V 

FURTHER ASSURANCES 

Section 5.01 Further Assurances. 

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will cooperate with each
other and shall use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to
consummate and make effective the transactions contemplated by this Agreement. 
 (b) Without limiting the foregoing, prior to, on and after
the Effective Date, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed
and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any governmental authority or any other person or entity under
any permit, license, agreement, indenture, order, decree, financial assurance (including letter of credit) or other instrument, and to take all such other actions as such Party may reasonably be requested to take by such other Party hereto from time
to time, consistent with the terms of this Agreement. 
 (c) Nothing in this Agreement shall be construed to restrict or limit any right,
responsibility or authority of either of Parties hereto or their respective, independent registered public accountants, audit committee or board of directors in violation of any law, legal requirement or listing standard applicable to such Party,
whether existing today or hereafter. In the event either Party hereto reasonably determines that any provision in this Agreement does or will so limit any right, responsibility or authority of such Party or such Party’s independent registered
public accountants, audit committee or board of directors, then the Parties hereto agree to attempt to negotiate in good faith any changes necessary or advisable to this Agreement to avoid or prevent such violation. 

ARTICLE VI 

MISCELLANEOUS 

Section 6.01 Counterparts; Entire Agreement; Conflicting Agreements. 

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic transmission shall be
deemed to be, and shall have the same effect as, executed by an original signature. 
 (b) This Agreement contains the entire agreement of
the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or
understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. 
 (c)
In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other agreement between the Parties, the other agreement shall control with respect to the subject matter thereof, and
this Agreement shall control with respect to all other matters. 

  
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 Section 6.02 No Construction Against Drafter. The Parties acknowledge that this Agreement
and all the terms and conditions herein have been fully reviewed and negotiated by the Parties and their respective attorneys. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that,
in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement. 

Section 6.03 Governing law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State
of New York, without regard to the conflict of laws principles thereof that would result in the application of any law other than the laws of the State of New York. 

Section 6.04 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns; provided, however, that no Party may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party. 

Section 6.05 Notices. All notices and other communications required or permitted hereunder to be given to a party to this Agreement
shall be in writing and shall be transmitted via facsimile or email or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party’s address as set forth below or at such
other address as the party shall have furnished to each other party in writing in accordance with this provision. 
 If to Roivant, to: 

Roivant Sciences Ltd 
 Clarendon
House 
 2 Church Street 

Hamilton HM11 
 Bermuda 

Attention: Corporate Secretary 

Facsimile: +1 (441) 292 4720 

Email: info@roivant.com 
 with a
copy sent concurrently to: 
 Roivant Sciences, Inc 

320 West 37th Street, 5th Floor 

New York, NY 10018 
 Attention:
Alan S. Roemer, SVP, Business Operations 
 Facsimile: (212) 202-4650 

Email: alan.roemer@roivant.com 

If to Myovant to: 
 Myovant
Sciences Ltd. 
 Clarendon House 

2 Church Street 
 Hamilton HM11


  
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 Bermuda 

Attention: Corporate Secretary 

Facsimile: +1 (441) 292 4720 

Email: info@roivant.com 
 with a
copy sent concurrently to: 
 Myovant Sciences, Inc. 

320 West 37th Street, 5th Floor 

New York, NY 10018 
 Attention:
Allan S. Roemer 
 Facsimile: (212) 202 4650 

Email: alan.roemer@roivant.com 

Any Party may, by notice to the other Party, change the address to which such notices are to be given. 

Any notice sent in accordance with this Section 6.05 shall be effective (i) if mailed, 7 Business Days after mailing, (ii) if sent by
messenger, upon delivery, and (iii) if sent via facsimile or email, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-Business Day) of the first Business Day following transmission and electronic
confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt). A “Business Day” shall mean any day other than a Saturday or Sunday or any other day on which banks in the State of New
York are required or permitted by law to close. 
 Section 6.06 Severability. if any provision of this Agreement or the application
thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to persons or circumstances or in jurisdictions other
than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any Party. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties 

Section 6.07 Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the
performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts, or civil or military authority, embargoes, epidemics, war, riots, insurrections,
fires, explosions, earthquakes, floods, unusually severe weather conditions or labor problems. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. 

Section 6.08 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. 
 Section 6.09 Termination: Survival. This Agreement
and all covenants and obligations herein terminate upon the earlier of (i) written consent of Myovant and Roivant, or (ii) when Roivant is no longer required by GAAP reporting requirements to consolidate the results of the operations and financial
position of Myovant, account for its investment in Myovant under the equity method of accounting or otherwise include separate financial statements of Myovant in its 

  
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 filings with the SEC pursuant to any rule of SEC; provided, however, Sections 2.02, 2.04, 2.05,
2.06, 2.07, Article V, Article VI, and Article VII of this Agreement shall remain in full force and effect following any termination of this Agreement. 

Section 6.10 Waivers of Default. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be
deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. 
 Section
6.11 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall have the right
to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or an equity, and all such rights and remedies shall be cumulative. 

Section 6.12 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless
such waiver, amendment, supplement or modification is in writing and signed an authorized representative of the Party against whom it is sought to enforce such waived amendment, supplement or modification. 

Section 6.13 Interpretation. Words in the singular shall be held to include the plural and vice versa and words of the gender
shall be held to include the other genders as the context requires. The terms “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, or construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement. Article and Section references are to the Articles and Sections to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. 

Section 6.14 Waiver of Jury Trial. SUBJECT TO ARTICLE V AND SECTIONS 6.10 AND 6.11 HEREIN, EACH OF THE PARTIES HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS. THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14. 

Section 6.15 Submission to Jurisdiction; Waivers. With respect to any action relating to or arising out of this Agreement subject to
the provisions of Article V, each Party to this Agreement irrevocably (a) consents and submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of the New York; (b) waives any
objection which such Party may have at any time to the laying of venue of any action brought in any such court, waives any claim that such action has been brought in an inconvenient forum and further waives the right to object with respect to such
action that such court does not have jurisdiction over such Party and (c) consents to the service of process at the address set forth for notices in Section 7.05 herein; provided, however, that such manner of service of process shall
not preclude the service of process in any other manner permitted under applicable law. 

  
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 Section 6.16 No Third-Party Beneficiaries. This Agreement is not intended, nor shall it be
deemed, to confer any rights or remedies on any person other than the Parties hereto and their respective successors and assigns. This Agreement does not create any third-party beneficiary hereto and Myovant and Roivant are the only parties entitled
to commence any action, proceeding or claim under this Agreement. 
 Section 6.17 Expenses. Each Party is responsible for its own
fees, costs and expenses incurred in connection with this Agreement and the activities contemplated hereby; provided, further, to the extent that the observation of the covenants and performance of the obligations set forth in Article
II result in additional significant financial expenses to Myovant, upon Myovant’s request, the Parties will discuss potential reimbursement by Roivant with respect to such additional financial expenses incurred by Myovant. 

[Signature page immediately follows.] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Information Sharing and Cooperation Agreement to
be executed by their duly authorized representatives as of the date first set forth above. 
  

					
	ROIVANT SCIENCES LTD.
		
	By:	 	/s/ ILAN OREN
		 	Name:	 	ILAN OREN
		 	Title:	 	Director
	
	MYOVANT SCIENCES LTD.
		
	By:	 	/s/ MARIANNE L. ROMEO
		 	Name:	 	MARIANNE L. ROMEO
		 	Title:	 	Head, Global Transactions & Risk Management



  
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