0000899243-23-016487.txt : 20230626 0000899243-23-016487.hdr.sgml : 20230626 20230626160529 ACCESSION NUMBER: 0000899243-23-016487 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230622 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sumitomo Pharma Co., Ltd. CENTRAL INDEX KEY: 0001446601 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40782 FILM NUMBER: 231042372 BUSINESS ADDRESS: STREET 1: 6-8 DOSHOMACHI 2-CHOME STREET 2: CHUO-KU CITY: OSAKA STATE: M0 ZIP: 541-0045 BUSINESS PHONE: 816-6203-5321 MAIL ADDRESS: STREET 1: 6-8 DOSHOMACHI 2-CHOME STREET 2: CHUO-KU CITY: OSAKA STATE: M0 ZIP: 541-0045 FORMER NAME: FORMER CONFORMED NAME: Dainippon Sumitomo Pharma Co Ltd DATE OF NAME CHANGE: 20080930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sumitomo Chemical Co., Ltd. CENTRAL INDEX KEY: 0001798550 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40782 FILM NUMBER: 231042373 BUSINESS ADDRESS: STREET 1: 7-1, NIHONBASHI 2-CHOME STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-6020 BUSINESS PHONE: 813-5201-0222 MAIL ADDRESS: STREET 1: 7-1, NIHONBASHI 2-CHOME STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-6020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Roivant Sciences Ltd. CENTRAL INDEX KEY: 0001635088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981173944 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE, 2 CHURCH STREET CITY: HAMILTON HM11 STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-295-5950 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-22 1 0001635088 Roivant Sciences Ltd. ROIV 0001798550 Sumitomo Chemical Co., Ltd. TOKYO NIHOMBASHI TOWER 7-1, NIHONBASHI 2-CHOME CHUO-KU, TOKYO M0 103-6020 JAPAN 0 0 1 0 0001446601 Sumitomo Pharma Co., Ltd. 6-8 DOSHOMACHI 2-CHOME CHUO-KU, OSAKA M0 541-0045 JAPAN 0 0 1 0 0 Common Shares 2023-06-22 4 S 0 15116277 8.60 D 71251083 I See footnote The sale reported on this Form 4 was effected pursuant to a privately negotiated transaction between Sumitomo Pharma Co., Ltd. (formerly Sumitomo Dainippon Pharma Co., Ltd.) ("Sumitomo Pharma") and four purchasers. In connection with the transaction, Sumitomo Pharma entered into a customary lock-up agreement with Roivant Sciences Ltd. ("Roivant") covering the common shares that continue to be beneficially owned by Sumitomo Pharma following the transaction, which lock-up agreement is effective through February 29, 2024.The buyers also entered into customary lock-up agreements with Roivant covering the common shares acquired in the transaction, which lock-up agreements are effective through February 29, 2024. Sumitomo Pharma directly owns 71,251,083 Common Shares. Sumitomo Pharma is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo"). Sumitomo may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitomo Pharma owns. Sumitomo disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. Exhibit 24.1 - Power of Attorney (Sumitomo) Sumitomo Pharma Co., Ltd., By: /s/ Yutaka Wakemi, Name: Yutaka Wakemi, Title: Senior Director, Global Strategy 2023-06-26 Sumitomo Chemical Co., Ltd., By: /s/ Jeremy Cleveland, as Attorney-in-Fact 2023-06-26 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby constitutes
and appoints Jeremy Cleveland, signing singly and with full power of
substitution and resubstitution, the undersigned's true and lawful attorney-in-
fact to:

     (1)     execute for and on behalf of each of the undersigned, in the
undersigned's capacity as an executive officer or director of Sumitomo Chemical
Co., Ltd. (the "Company"), Forms 4, including any amendments thereto, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (the "Exchange Act"), solely with respect to
the sale of securities of Roivant Sciences Ltd. (the "Securities");

     (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 4, including any amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or
similar authority, solely with respect to the Securities; and

     (3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Exchange Act.

     This Power of Attorney shall remain in full force and effect until
August 30, 2023, when it shall automatically expire, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.


                           [Signature page to follow]


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of June, 2023.

                                        Sumitomo Chemical Co., Ltd.

                                        By: /s/ Takeo Kitayama
                                            ------------------------------------
                                            Name:  Takeo Kitayama
                                            Title: Executive Manager
                                                   General Manager
                                                   Corporate Planning Office