This SUBLICENSE AGREEMENT (this Agreement) is made and entered into effective as of December 17, 2018 (the Effective Date), by and between Dermavant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (Sublicensor) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (Sublicensee). Each of Sublicensor and Sublicensee may be referred to in this Agreement individually as a Party and collectively as the Parties.
WHEREAS, Sublicensee entered into a License Agreement with TheraVida, Inc., a corporation organized and existing pursuant to the laws of Delaware having a principal place of business at 177 Bovet Rd., Suite 600, San Mateo, California 94402 (TheraVida) effective as of January 31, 2018 (the Head License), pursuant to which Sublicensee received an exclusive license from TheraVida to research, develop, manufacture and commercialize certain products for the treatment, prevention and diagnosis of any and all human and animal diseases disorders and conductions with the exception of overactive bladder;
WHEREAS, Sublicensee (a) transferred, conveyed and assigned all of its rights under the Head License to Sublicensor, excluding, as of the Effective Date, as related to mainland China, Hong Kong, Macau, and Taiwan (Greater China), and (b) may at a future time transfer to Sublicensor all of its rights under the Head License as related to one or more of the countries or administrative districts in Greater China, in each case, pursuant to an Assignment and Assumption Agreement effective as of the date hereof (Assignment Agreement);
WHEREAS, Sublicensee has previously transferred, conveyed and assigned all of its rights under the Head License as related to Greater China to Roivant China Holdings Ltd. (as successor in interest to Sinovant Sciences Ltd., a Bermuda exempted limited company) (SSL), pursuant to a China and South Korea IP Purchase Agreement, dated February 14, 2018 (Sinovant Agreement);
WHEREAS, SSL and its subsidiary, Sinovant Sciences HK Limited (SinoHK), entered that certain Intellectual Property License Agreement, dated March 16, 2018, pursuant to which SSL sublicensed to SinoHK, inter alia, its intellectual property rights under the Sinovant Agreement in Greater China;
WHEREAS, pursuant to Section 2.2 of the Head License, Sublicensor has certain rights to sublicense its rights under the Head License to Affiliates and other Third Parties; and
WHEREAS, Sublicensor desires to grant to Sublicensee, and Sublicensee desires to obtain, a sublicense under the Head License to certain of Sublicensors rights thereunder in respect of the research, development, manufacture and commercialization of Proprietary Drugs and Licensed Products that pertain to the treatment, prevention and diagnosis of any and all human and animal diseases, disorders and conditions, other than (1) overactive bladder and (2) the Retained Field (the Sublicensed Field), worldwide, excluding (a) the Republic of Korea and the Democratic Peoples Republic of Korea and (b) any country or administrative district in Greater China unless or until Sublicensee transfers all of its rights under the Head License in such country or administrative district in Greater China to Sublicensor, as contemplated in Section 2 of the Assignment Agreement (the Territory), in all cases on the terms of, and subject to the conditions set forth in, this Agreement.