Page 17 of 21 – SEC Filing Opportunities Fund has the authority
to dispose of and vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, Opportunities
Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to Opportunities Fund.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted
limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited
partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited
partnership), which in turn invests through Opportunities Fund.
VGI provides managerial services to the
Funds. VGI has the power to direct the vote and disposition of investments held by the Funds. Accordingly, VGI may be deemed to
have beneficial ownership over any Common Shares deemed beneficially owned by the Funds.
VGP, as the general partner of VGE and
VGEII, has the power to direct the vote and disposition of investments held by VGE and VGEII. Accordingly, VGP may be deemed to
have beneficial ownership over the Common Shares beneficially owned by VGE and VGEII. VGP serves as investment manager to VGEIII
and has the power to direct the vote and disposition of the investments held by VGEIII. Accordingly, VGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VGEIII.
VLFGP serves as the investment manager
of VLFM and has the power to direct the vote and disposition of investments held by VLFM. Accordingly, VLFGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VLFM.
Opportunities Portfolio GP serves as
the general partner of Opportunities Fund and has the power to direct the vote and disposition of investments held by Opportunities
Fund. Accordingly, Opportunities Portfolio GP may be deemed to have beneficial ownership over any Common Shares deemed beneficially
owned by Opportunities Fund.
Opportunities GP serves as the sole member
of Opportunities Portfolio GP and has the power to direct the vote and disposition of investments held by Opportunities Portfolio
GP, which consists of the investments held by Opportunities Fund. Accordingly, Opportunities GP may be deemed to have beneficial
ownership over any Common Shares deemed beneficially owned by Opportunities Portfolio GP, consisting of any Common Shares deemed
beneficially owned by Opportunities Fund.
Messrs. Halvorsen, Ott and Sundheim,
as Executive Committee Members of Viking Global Partners LLC (the general partner of VGI), VGP, VLFGP and Opportunities GP, have
shared authority to direct the voting and disposition of investments beneficially owned by VGI, VGP, VLFGP and Opportunities GP.
Accordingly, each of Messrs. Halvorsen, Ott and Sundheim may be deemed to have beneficial ownership over any Common Shares deemed
beneficially owned by VGI, VGP, VLFGP and Opportunities GP.
The percentage of outstanding Common
Shares of the Issuer that may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting
Person’s cover sheet. Such percentage was calculated for each Reporting Person based on an aggregate of 99,150,000 Common
Shares issued and outstanding as of June 3, 2016, reported on the Issuer’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2016, filed with the SEC on June 6, 2016.
Except as disclosed in this Schedule
13D, none of the Reporting Persons beneficially owns any Common Shares or has the right to acquire any Common Shares.
Except as disclosed in this Schedule
13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition
of any of the Common Shares that such Reporting Person may be deemed to beneficially own.
(c) Other than as disclosed in this Schedule 13D, the Reporting Persons have not
effected any transactions in the Common Shares during the past 60 days.
Page 17 of 21 Pages
Opportunities Fund has the authority
to dispose of and vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, Opportunities
Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to Opportunities Fund.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted
limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited
partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited
partnership), which in turn invests through Opportunities Fund.
VGI provides managerial services to the
Funds. VGI has the power to direct the vote and disposition of investments held by the Funds. Accordingly, VGI may be deemed to
have beneficial ownership over any Common Shares deemed beneficially owned by the Funds.
VGP, as the general partner of VGE and
VGEII, has the power to direct the vote and disposition of investments held by VGE and VGEII. Accordingly, VGP may be deemed to
have beneficial ownership over the Common Shares beneficially owned by VGE and VGEII. VGP serves as investment manager to VGEIII
and has the power to direct the vote and disposition of the investments held by VGEIII. Accordingly, VGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VGEIII.
VLFGP serves as the investment manager
of VLFM and has the power to direct the vote and disposition of investments held by VLFM. Accordingly, VLFGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VLFM.
Opportunities Portfolio GP serves as
the general partner of Opportunities Fund and has the power to direct the vote and disposition of investments held by Opportunities
Fund. Accordingly, Opportunities Portfolio GP may be deemed to have beneficial ownership over any Common Shares deemed beneficially
owned by Opportunities Fund.
Opportunities GP serves as the sole member
of Opportunities Portfolio GP and has the power to direct the vote and disposition of investments held by Opportunities Portfolio
GP, which consists of the investments held by Opportunities Fund. Accordingly, Opportunities GP may be deemed to have beneficial
ownership over any Common Shares deemed beneficially owned by Opportunities Portfolio GP, consisting of any Common Shares deemed
beneficially owned by Opportunities Fund.
Messrs. Halvorsen, Ott and Sundheim,
as Executive Committee Members of Viking Global Partners LLC (the general partner of VGI), VGP, VLFGP and Opportunities GP, have
shared authority to direct the voting and disposition of investments beneficially owned by VGI, VGP, VLFGP and Opportunities GP.
Accordingly, each of Messrs. Halvorsen, Ott and Sundheim may be deemed to have beneficial ownership over any Common Shares deemed
beneficially owned by VGI, VGP, VLFGP and Opportunities GP.
The percentage of outstanding Common
Shares of the Issuer that may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting
Person’s cover sheet. Such percentage was calculated for each Reporting Person based on an aggregate of 99,150,000 Common
Shares issued and outstanding as of June 3, 2016, reported on the Issuer’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2016, filed with the SEC on June 6, 2016.
Except as disclosed in this Schedule
13D, none of the Reporting Persons beneficially owns any Common Shares or has the right to acquire any Common Shares.
Except as disclosed in this Schedule
13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition
of any of the Common Shares that such Reporting Person may be deemed to beneficially own.
(c) Other than as disclosed in this Schedule 13D, the Reporting Persons have not
effected any transactions in the Common Shares during the past 60 days.
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