Letter Agreement, dated October 31, 2019, by and between Sumitomo Dainippon Pharma Co., Ltd. and Urovant Sciences Ltd

and Urovant will execute and deliver, this letter agreement; and

the Transactions, including the transactions through which the Acquiring Entity will acquire Roivant’s interest in Urovant, for purposes of exempting the Acquiring Entity from the limitations on Business Combinations under Bye-law 80 of the Amended and Restated Bye-Laws of Urovant.  For clarity, the Urovant Board will also take such action as necessary to ensure that the restrictions contained in Bye-law 80.1 do not apply to the Acquiring Entity as a result of the satisfaction of the pre-conditions set forth in Bye-law 80.1(b)(ii).

Registration and Information Rights.  Urovant will provide the Acquiring Entity with customary registration rights and, subject to customary confidentiality provisions, customary information rights.  The Acquiring Entity will hold such rights until such time as it and its affiliates collectively hold less than 10% of Urovant’s outstanding shares.

Independent Directors and Audit Committee:  Following the Closing, and so long as the Acquiring Entity has the ability to appoint or elect a majority of the members of the Urovant Board:

the Urovant Board will include a minimum of three directors who each meet the definition of “independent director” as is required by NASDAQ Global Market rules, who are independent of DSP and the Acquiring Entity (the Independent Directors) and at least one of which is a financial expert.

For clarity, the Urovant Board has determined that each of Dr. Sef Kurstjens, Pierre Legault, and James Robinson are Independent Directors;

These three Independent Directors (“Audit Committee Independent Directors”) will comprise the audit committee of the Urovant Board until such time as their removal or resignation as provided herein;

One of such Audit Committee Independent Directors – Mr. Legault – will serve as the Lead Independent Director for the Urovant Board;

At each shareholder meeting at which directors are elected to the Urovant Board, the Acquiring Entity will vote all of its shares of Urovant on a proportionate basis consistent with the manner in which Urovant shares that are not beneficially owned

by DSP or its affiliates are voted with respect to the election of Audit Committee Independent Directors; and

The Acquiring Entity shall not remove any of the Audit Committee Independent Directors from office unless it obtains the approval of the holders of a majority of the shares that are not beneficially owned by DSP or its affiliates.

Urovant Actions Requiring Audit Committee Independent Director Approval:  Until such time as DSP or its affiliates hold less than 50% of the outstanding voting power of Urovant, DSP and its affiliates will not be permitted to cause Urovant to take or commit to taking the following actions without prior approval of the Audit Committee Independent Directors:

Participation in specified “related-party transactions” between Urovant and DSP or any affiliate of DSP (other than pursuant to the Loan Agreement in accordance with its terms), and consistent with Urovant’s existing Related Person Transactions Policy;

Any modification or waiver of the Investor Rights Agreement to expand the Acquiring Entity’s rights thereunder.  For clarity, as noted in the Standstill section below, the “majority of the minority” approval requirement cannot be amended or waived without the approval of a “majority of the minority” of Urovant’s shareholders.

Standstill:  Until such time as DSP or its affiliates hold less than 50% of the outstanding voting power of Urovant, any transaction proposed by DSP or its affiliates that would cause DSP or its affiliates to hold beneficial ownership of greater than 76% of the outstanding voting power of Urovant must be:

made on a confidential basis to the Audit Committee Independent Directors; provided that after the two year anniversary of the Closing, this requirement will only require a period of confidential discussions with the Independent Directors prior to making a public announcement thereof and shall except disclosures that are required by law;

until the two year anniversary of the Closing, subject to approval by a majority of the Audit Committee Independent Directors, and

subject to a non-waivable condition requiring approval or acceptance by the holders of a majority of the Urovant shares voting and that are not beneficially owned by DSP or its affiliates; provided, however, that for purposes of this provision only, the reference to 76% shall be replaced with 80%.