Core Insights - Roivant Sciences Ltd. is highlighted as a promising investment opportunity in the healthcare sector, particularly in the biopharmaceutical space [1][4] Company Overview - Roivant Sciences Ltd. (NASDAQ:ROIV) is a clinical-stage biopharmaceutical company that accelerates the development of medicines through its subsidiaries, known as "Vants" [2] - The company focuses on in-licensing drug candidates from larger pharmaceutical firms and advancing them toward commercialization [2] Pipeline and Recent Developments - The current pipeline includes mosliciguat for pulmonary hypertension, brepocitinib for inflammatory diseases, and IMVT-1402 targeting autoimmune conditions [2] - A significant milestone for Roivant is the advancement of mosliciguat, which has received orphan drug designation in Japan, providing regulatory benefits and potential market exclusivity [3] - The Pulmovant subsidiary is positioned to address an underserved market in pulmonary hypertension with limited treatment options [3] Strategic Focus and Market Position - Roivant's brepocitinib program is progressing toward critical Phase 3 data readouts, which is fostering optimism among investors and analysts [4] - The company's strategic focus on rare and immune-mediated diseases enhances its attractiveness as a high-potential biotech investment [4]

Group 1 - Albert Wong is a Managing Director in Investment Banking at Morgan Stanley [1] - The presentation is part of a multi-day event, indicating ongoing engagement and discussions [1] - Attendees are encouraged to maintain their energy levels throughout the event [1] Group 2 - A disclosure regarding important information is mentioned, directing attendees to the Morgan Stanley research disclosure website [1] - There is an invitation for questions, suggesting an interactive component to the presentation [2]

Core Insights - Pulmovant has received orphan drug designation for mosliciguat from Japan's Ministry of Health, Labour and Welfare, highlighting the significant unmet medical need for patients with Pulmonary Hypertension associated with Interstitial Lung Disease (PH-ILD) [1][2] - Mosliciguat is a novel, once-daily, inhaled soluble guanylate cyclase (sGC) activator currently in Phase 2 clinical trials, aiming to provide a targeted treatment option for PH-ILD [1][3] Company Overview - Pulmovant is a clinical-stage biotechnology company focused on developing treatments for pulmonary diseases and is a subsidiary of Roivant [7] - The company’s lead candidate, mosliciguat, is designed to be a first-in-class inhaled treatment for PH-ILD, with a differentiated mechanism of action [7][5] Clinical Development - Mosliciguat is currently being evaluated in the Phase 2 PHocus clinical study, which is a randomized, double-blind, placebo-controlled trial involving approximately 120 adult patients [3][6] - The Phase 1b ATMOS study demonstrated that inhaled mosliciguat was well tolerated and resulted in a mean peak reduction in pulmonary vascular resistance (PVR) of up to 38% [5] Market Context - PH-ILD is a progressive and life-threatening condition affecting up to 200,000 patients in the U.S. and Europe, with limited or no approved treatment options available [4] - The orphan drug designation provides Pulmovant with regulatory benefits, including priority consultation and up to 10 years of market exclusivity post-approval [2][6]

Summary of Roivant Sciences (ROIV) Update - Immunovant Graves Disease Data Update Company and Industry Overview - **Company**: Roivant Sciences (specifically focusing on Immunovant) - **Industry**: Biopharmaceuticals, specifically targeting autoimmune diseases such as Graves' disease Key Points and Arguments 1. **Data Presentation**: The call presented follow-up data from a study on Graves' disease, highlighting significant findings from a Phase II trial of birtoclimab, an anti-FcRn antibody [5][31] 2. **Patient Response**: 80% of patients (17 out of 21) remained responders six months after stopping treatment, indicating potential disease-modifying effects [6][20] 3. **Remission Rates**: Nearly 50% of responders (8 out of 17) were off antithyroid drugs (ATDs) while remaining controlled at the six-month follow-up [21][31] 4. **Unmet Need**: Approximately 25-30% of Graves' disease patients in the U.S. are uncontrolled on existing therapies, highlighting a significant market opportunity for new treatments [10][14] 5. **Safety Profile**: Birtoclimab was well tolerated with no new safety signals reported, consistent with previous findings for anti-FcRn antibodies [27] 6. **Phase III Trials**: Two registrational studies for IMBT-1402 are underway, with expectations for improved efficacy due to optimized dosing strategies [28][30] 7. **Long-term Effects**: The company plans to evaluate longer duration off-treatment effects and the potential for sustained benefits in patients [60][61] 8. **Commercial Strategy**: The data suggests a diversity of treatment effects, with some patients potentially requiring chronic therapy while others may achieve remission [61][62] Additional Important Content 1. **Disease Background**: Graves' disease is an autoimmune disorder leading to hyperthyroidism, with significant comorbidities including cardiovascular risks and thyroid cancer [9][12] 2. **Patient Population**: The study focused on patients who were uncontrolled despite standard treatments, emphasizing the severity of the disease [15][31] 3. **Biological Mechanism**: The therapy appears to disrupt feedback loops in Graves' disease, leading to sustained reductions in TRAB levels even after treatment cessation [43][60] 4. **Enrollment and Interest**: There is strong enthusiasm from both patients and physicians regarding the ongoing trials, which may enhance enrollment [44] 5. **Statistical Power**: The Phase III studies are designed with sufficient power to detect significant differences in remission rates, with stringent endpoints [102] This summary encapsulates the critical insights from the conference call regarding the advancements in treatment for Graves' disease and the strategic direction of Roivant Sciences in this therapeutic area.

Core Insights - Immunovant, Inc. presented six-month off-treatment data for batoclimab in uncontrolled Graves' disease patients, indicating potential disease modification and strong durability of response [1][2][3] Study Details - The proof-of-concept study involved a 24-week treatment with batoclimab, followed by a 24-week off-treatment follow-up, focusing on patients with active Graves' disease [3][4] - Key endpoint was the normalization of free triiodothyronine (T3) and free thyroxine (T4) levels at Week 24 without increasing anti-thyroid drug (ATD) doses from baseline [3] Remission Data - Out of 21 patients in the follow-up, approximately 80% (17/21) maintained normal thyroid function after six months off treatment [6][7] - Among responders, about 50% (8/17) achieved ATD-free remission, while an additional 30% (5/17) were on low ATD doses [6][7] Future Trials - Two potentially registrational trials for IMVT-1402 in Graves' disease are currently enrolling, with topline readouts expected in 2027 [5][6]

分组1 - Roivant Sciences Ltd. reported a quarterly loss of $0.18 per share, better than the Zacks Consensus Estimate of a loss of $0.23, representing an earnings surprise of +21.74% [1] - Montes Archimedes Acquisition posted revenues of $2.17 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 71.42%, compared to year-ago revenues of $55.13 million [2] - The stock of Montes Archimedes Acquisition has underperformed, losing about 2.9% since the beginning of the year, while the S&P 500 gained 8.6% [3] 分组2 - The current consensus EPS estimate for Montes Archimedes Acquisition is -$0.25 on revenues of $7.59 million for the coming quarter and -$1.01 on revenues of $28.53 million for the current fiscal year [7] - The Zacks Industry Rank for Medical - Biomedical and Genetics is currently in the bottom 41% of over 250 Zacks industries, indicating potential underperformance compared to the top 50% [8] - Adherex Technologies Inc., another company in the same industry, is expected to report a quarterly loss of $0.06 per share, with revenues projected at $9.49 million, reflecting a year-over-year increase of 30.7% [9]

Financial Data and Key Metrics Changes - The company reported an adjusted net loss of $170 million for the quarter, with cash utilization of approximately $200 million outside of the share repurchase program [25][26] - The balance sheet remains strong with $4.5 billion in cash and no debt, alongside a significantly reduced share count due to the share repurchase program [25][26] Business Line Data and Key Metrics Changes - The company is focused on the development of IVT-1402 and Immunovant, aiming to establish a best-in-class anti-FcRn antibody [6] - The registrational data for brepcitinib in dermatomyositis is expected in the second half of the year, which is crucial for the commercial launch of the drug [6][19] - The company has multiple ongoing registrational trials, with five trials for IVT-1402 currently in progress [9] Market Data and Key Metrics Changes - The company is preparing for a pivotal trial in Graves' disease, with expectations for significant data to be released soon [19][27] - The competitive landscape includes multiple programs from other companies, but the company believes its oral therapy will provide a unique advantage [19][96] Company Strategy and Development Direction - The company aims to expand its commercial footprint significantly over the next few years, starting with pivotal data in dermatomyositis and subsequent launches across its FcRn portfolio [10][19] - The company is actively engaging in business development, looking for transformational late-stage opportunities, particularly in the current choppy market [48][54] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the upcoming data and its potential impact on the company's commercial strategy, particularly in Graves' disease [27][76] - The company is focused on ensuring successful clinical execution and is confident in its ability to meet timelines for upcoming trials [71][72] Other Important Information - The company completed a $1 billion share repurchase program, reducing its share count by over 15% [10] - An additional $500 million repurchase program has been authorized for opportunistic use as market conditions fluctuate [10] Q&A Session Summary Question: Data availability at the time of top line results for brepcitinib - Management expects to have top line and key secondary data available contemporaneously with the results, with a potential filing for approval at the beginning of next year [29][31] Question: Trial design for the Graves' disease study - The rationale for testing a lower dose in the second Graves' trial is to ensure FDA approval and advocate for a minimally efficacious dose [32][33] Question: Definition of a flare in the trial - Management indicated that the definition of a flare and treatment protocols are designed to ensure accurate identification of patients who are worsening [35][38] Question: Context around upcoming Graves' remission data - Any amount of meaningful remission would be considered practice-changing for doctors treating Graves' disease patients [44][45] Question: Business development outlook - The company remains opportunistic in its business development strategy, particularly in the current market environment [48][54] Question: Enrollment status for ongoing studies - Enrollment for IVT-1402 trials is on track, with the team actively engaged and enthusiastic about the indications [70][71] Question: Importance of upcoming data at ATA - The data is expected to highlight the transformative potential of the drug for Graves' patients, which could significantly impact enrollment and physician enthusiasm [75][76] Question: Roadmap for pivotal development and potential filing year for NIU - The company is on track to generate data for NIU in 2027, with plans for a supplemental NDA filing shortly thereafter [83][84]

Financial Data and Key Metrics Changes - The company reported an adjusted net loss of $170 million for the quarter, with cash utilization of approximately $200 million outside of the share repurchase program [23] - The balance sheet remains strong with $4.5 billion in cash as of June 30, 2025, and no debt [23] Business Line Data and Key Metrics Changes - The company is focused on the development of IVT-1402 and Immunovant, aiming to establish a best-in-class anti-FcRn antibody [5] - The registrational data for brepcitinib in dermatomyositis is expected to be released in the second half of the year, which is crucial for the commercial launch [5][6] - The company has completed a $1 billion share repurchase program, reducing the share count by over 15% [8][9] Market Data and Key Metrics Changes - The company is actively involved in ongoing litigation related to LNP technology with Moderna, with a trial scheduled for March 2026 [19] - The competitive landscape includes multiple programs targeting dermatomyositis, with the company positioned as the only oral therapy in late-stage development [17][92] Company Strategy and Development Direction - The company aims to expand its commercial footprint significantly over the next few years, starting with pivotal data in dermatomyositis [7] - The focus is on clinical execution and advancing multiple registrational trials, particularly for IVT-1402 and brepcitinib [10][11] - The company is looking for opportunistic business development opportunities, especially in a choppy market [46][52] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the upcoming data and its potential impact on the company's commercial strategy [24] - The management highlighted the importance of engaging with the physician community to ensure successful product launches [95] Other Important Information - The company is preparing for a potential launch in dermatomyositis and is actively engaging with the physician community [92][95] - The company has a robust pipeline with multiple ongoing registrational trials and is focused on clinical execution [10][68] Q&A Session Summary Question: Data availability at the time of top-line results for brepcitinib - Management expects to share top-line data along with key secondary and major safety data contemporaneously [28] Question: Trial design for the Graves trial and rationale for lower dose testing - The trial design aims to ensure FDA approval with a focus on a minimally efficacious dose [31] Question: Definition of a flare in the trial and treatment protocols - The management indicated that the definition of a flare and treatment protocols are designed to ensure accurate patient management [34][37] Question: Context around upcoming Graves remission data - Management emphasized that any meaningful remission would be practice-changing for patients and doctors [43] Question: Business development outlook and interest in the China market - The company is agnostic in its asset hunting and is actively exploring opportunities in the Chinese market [52] Question: Enrollment status for ongoing studies - Management reported that enrollment for IVT-1402 trials is on track and progressing well [68] Question: Importance of upcoming data presentation at ATA - The management aims to highlight the transformative potential of the drug for Graves' patients [72] Question: Roadmap for pivotal development and potential filing year for NIU - The company is on track to generate data for NIU by 2027, with plans for a subsequent filing [80]

Business Highlights - Roivant completed a $1.5 billion share repurchase program in June 2025, repurchasing approximately 149 million shares at an average price of $10.09, reducing the share count by over 15%[23] - The company expanded its pipeline by initiating 6 potentially registrational studies and 3 proof-of-concept (POC) studies[23] - Roivant increased shareholder exposure to clinical and litigation catalysts over the next 36 months[23] Brepocitinib Program - Topline data from the Phase 3 VALOR study of brepocitinib in dermatomyositis (DM) is expected in the second half of 2025[20, 27] - The VALOR study enrolled 241 adults with active DM, with 38% from the US, 32% from the EU, and 30% from the rest of the world[35] - Approximately 40% of subjects taking oral corticosteroids (OCS) at baseline in the VALOR study were able to eliminate OCS entirely by the end of the study[45] LNP Litigation - Summary judgment phase is ongoing in the US Moderna case, with a jury trial scheduled for March 2026[18, 27, 52] - Ongoing progress is expected in the Pfizer/BioNTech case following the Markman hearing, with a decision potentially in 2025[18, 27, 52] Financial Update - Research and development (R&D) expense was $153 million, with an adjusted R&D expense of $141 million (non-GAAP)[58] - General and administrative (G&A) expense was $134 million, with an adjusted G&A expense of $63 million (non-GAAP)[58] - Roivant had $4.5 billion in cash, cash equivalents, restricted cash, and marketable securities as of June 30, 2025[58]

PART I—FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported a $273.9 million net loss for Q2 2025, a reversal from prior year's income, due to lower revenue and higher operating expenses [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $5.03 billion from $5.44 billion, primarily due to a decrease in cash and an increase in marketable securities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,238,459 | $2,715,411 | | Marketable securities | $3,264,692 | $2,171,480 | | **Total Assets** | **$5,032,602** | **$5,436,940** | | **Liabilities & Equity** | | | | Total current liabilities | $113,866 | $149,411 | | Total liabilities | $216,696 | $249,742 | | Total shareholders' equity | $4,815,906 | $5,187,198 | | **Total Liabilities and Shareholders' Equity** | **$5,032,602** | **$5,436,940** | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 saw a $273.9 million net loss, a significant shift from prior year's $57.5 million net income, driven by lower revenue and higher operating expenses Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $2,170 | $7,990 | | Research and development | $152,919 | $120,507 | | General and administrative | $134,019 | $99,892 | | Loss from operations | ($284,922) | ($102,235) | | Gain on sale of Telavant net assets | — | $110,387 | | Net (loss) income | ($273,911) | $57,490 | | Net (loss) income per share, basic | ($0.33) | $0.13 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for Q2 2025 was $204.4 million, with significant cash used in investing activities for marketable securities Consolidated Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($204,383) | ($192,829) | | Net cash used in investing activities | ($1,085,716) | ($965) | | Net cash used in financing activities | ($187,768) | ($660,616) | | **Net change in cash, cash equivalents and restricted cash** | **($1,477,052)** | **($857,150)** | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business, liquidity, and accounting policies, including a $110.4 million gain from Telavant sale and completion of a $1.5 billion share repurchase program - As of June 30, 2025, the Company had approximately **$4.5 billion** in cash, cash equivalents, and marketable securities. It incurred a net loss from continuing operations of **$273.9 million** for the quarter[43](index=43&type=chunk) - In June 2024, a one-time milestone related to the Telavant sale was achieved, resulting in the company recognizing a gain of **$110.4 million** for its pro rata portion[85](index=85&type=chunk) - The company completed its **$1.5 billion** share repurchase program as of June 30, 2025, having repurchased **20.3 million shares** for **$208.3 million** during the quarter. A **new $500 million** repurchase program was authorized in June 2025[93](index=93&type=chunk)[94](index=94&type=chunk) - The company's subsidiary, Immunovant, has a minimum purchase commitment of approximately **$43.1 million** with Samsung Biologics for the manufacturing of batoclimab[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the biopharmaceutical business, pipeline, $4.5 billion in cash, and Q2 2025 net loss driven by increased R&D and G&A expenses [Overview and Recent Developments](index=29&type=section&id=Overview%20and%20Recent%20Developments) Roivant advances its pipeline via 'Vant' subsidiaries, with key candidates in Phase 3, and completed a $1.5 billion share repurchase program Selected Product Candidate Pipeline | Product Candidate | Indication | Vant | Modality | Phase | | :--- | :--- | :--- | :--- | :--- | | Brepocitinib | Dermatomyositis | Priovant | Small Molecule | Phase 3* | | Brepocitinib | Non-Infectious Uveitis | Priovant | Small Molecule | Phase 3* | | IMVT-1402 | Graves' Disease | Immunovant | Biologic | Phase 2/3* | | Batoclimab | Thyroid Eye Disease | Immunovant | Biologic | Phase 3* | | Mosliciguat | Pulmonary Hypertension associated with Interstitial Lung Disease | Pulmovant | Inhaled | Phase 2 | - The company reported consolidated cash, cash equivalents, and marketable securities of **$4.5 billion** at June 30, 2025, supporting a cash runway into profitability[153](index=153&type=chunk) - Roivant completed its **$1.5 billion** share repurchase program, reducing outstanding shares by **over 15%** from March 31, 2024. A **new $500 million** share repurchase program was approved in June 2025[153](index=153&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Q2 2025 revenue decreased, R&D expenses rose by $32.4 million, and G&A expenses increased by $34.1 million due to executive compensation R&D Expense Breakdown (in thousands) | Program-specific costs | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Anti-FcRn franchise (all indications) | $56,012 | $40,793 | $15,219 | | Brepocitinib | $15,020 | $10,594 | $4,426 | | Mosliciguat | $8,385 | $2,980 | $5,405 | | **Total R&D Expenses** | **$152,919** | **$120,507** | **$32,412** | - G&A expenses increased by **$34.1 million**, primarily due to a **$34.2 million** increase in share-based compensation expense, largely from long-term equity incentive awards under the 2024 Senior Executive Compensation Program[176](index=176&type=chunk) - Interest income decreased by **$23.8 million** due to lower cash equivalent balances and lower interest rates[180](index=180&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had $4.5 billion in cash and marketable securities, sufficient to fund operations, and completed a $1.5 billion share repurchase program - As of June 30, 2025, the company had cash, cash equivalents and marketable securities of approximately **$4.5 billion**[184](index=184&type=chunk) - The **$1.5 billion** common share repurchase program was completed as of June 30, 2025. A **new $500 million** program was authorized on June 24, 2025, with no purchases made under it as of the quarter's end[190](index=190&type=chunk)[191](index=191&type=chunk) Summary of Cash Flows (in thousands) | Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($204,383) | ($192,829) | | Net cash used in investing activities | ($1,085,716) | ($965) | | Net cash used in financing activities | ($187,768) | ($660,616) | [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign currency, and equity prices, with a hypothetical 10% change in key investments impacting financials by $28.4 million - The company's primary market risks are related to **interest rates**, **foreign currency**, and **equity prices**[206](index=206&type=chunk) - A hypothetical **10%** increase or decrease in the fair value of investments in Arbutus and Datavant would have impacted their fair value as of June 30, 2025 by approximately **$28.4 million**[209](index=209&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Based on an evaluation as of June 30, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were **effective at a reasonable assurance level**[212](index=212&type=chunk) - There were **no material changes** in the company's internal control over financial reporting during the fiscal quarter ended June 30, 2025[213](index=213&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company does not expect any current legal or regulatory proceedings to materially adversely affect its business or financial condition - The company does not currently expect any legal proceedings to have a **material adverse effect** on its business, operating results or financial condition[217](index=217&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its business model, financial position, product development, regulatory approval, and intellectual property [Risks Related to Our Business and Industry](index=42&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Risks include limited operating history, 'Vant' structure complexities, reliance on in-licensed assets, capital allocation, and global economic instability - The company's **limited operating history** and the inherent uncertainties of biopharmaceutical development make it difficult to assess future prospects[220](index=220&type=chunk) - The **'Vant' structure** may result in increased costs, complexities, and key employee risks compared to a centralized model[236](index=236&type=chunk)[237](index=237&type=chunk) - Immunovant's rights to IMVT-1402 and batoclimab depend on the **HanAll Agreement**, and any termination or breach would severely impact their development and commercialization[228](index=228&type=chunk) - The company faces risks from its **significant holdings of cash and marketable securities**, including market volatility and potential for losses[249](index=249&type=chunk) [Risks Related to Our Intellectual Property](index=82&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Success depends on obtaining and enforcing IP rights, facing risks from patent challenges, litigation (e.g., Moderna, Pfizer/BioNTech), and AI-related IP complexities - The company relies on a combination of **patents**, **trade secrets**, and **confidentiality agreements** to protect its intellectual property, but these may not be sufficiently broad or enforceable[424](index=424&type=chunk) - The company's subsidiary GSG and Arbutus are in **active litigation against Moderna and Pfizer/BioNTech** for alleged patent infringement related to COVID-19 vaccines. The **jury trial in the Moderna case is scheduled for March 2026**[455](index=455&type=chunk)[456](index=456&type=chunk) - The company may not be able to protect its **intellectual property rights throughout the world**, as laws and enforcement vary by country, potentially allowing competitors to use its technologies in some jurisdictions[472](index=472&type=chunk)[473](index=473&type=chunk) - The use of **AI in drug discovery** introduces unresolved legal questions about inventorship and ownership under current patent laws, which could hinder the ability to protect AI-generated innovations[499](index=499&type=chunk) [Risks Related to Our Securities, Our Jurisdiction of Incorporation and Certain Tax Matters](index=96&type=section&id=Risks%20Related%20to%20Our%20Securities%2C%20Our%20Jurisdiction%20of%20Incorporation%20and%20Certain%20Tax%20Matters) Investor risks include stock price volatility, anti-takeover provisions, dilution from future issuances, and adverse tax consequences from Bermuda incorporation and CFC/PFIC status - The company's **largest shareholders** own a significant percentage of common shares, allowing them to exert substantial control over matters subject to shareholder approval[509](index=509&type=chunk) - As a **Bermuda-incorporated company**, shareholder rights are governed by Bermuda law, which may offer less protection than U.S. laws, and it may be difficult for U.S. investors to enforce judgments against the company[517](index=517&type=chunk)[518](index=518&type=chunk) - The company's non-U.S. subsidiaries are classified as **Controlled Foreign Corporations (CFCs)**, which may result in adverse U.S. federal income tax consequences for U.S. shareholders holding **10% or more** of the company's shares[527](index=527&type=chunk)[528](index=528&type=chunk) - The company believes it was not a **Passive Foreign Investment Company (PFIC)** for the taxable year ended March 31, 2025, but its status is an annual determination and could change, which would have adverse tax consequences for U.S. holders[529](index=529&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=102&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 20.0 million shares for $205.2 million, completing its $1.5 billion program, and authorized a new $500 million repurchase program Issuer Purchases of Equity Securities (Q1 2025) | Period | Total Common Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased (in millions) | | :--- | :--- | :--- | :--- | | April 1 – 30, 2025 | 13,672,384 | $9.89 | $69.9 | | May 1 – 31, 2025 | 5,453,666 | $11.04 | $9.7 | | June 1 – 30, 2025 | 873,400 | $11.16 | $500.0 | | **Total** | **19,999,450** | | | - The company's **$1.5 billion** share repurchase program was **fully exhausted** as of June 30, 2025. A **new $500 million program** was authorized in June 2025[538](index=538&type=chunk) [Defaults Upon Senior Securities](index=103&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - **None**[536](index=536&type=chunk) [Mine Safety Disclosures](index=103&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - **Not applicable**[536](index=536&type=chunk) [Other Information](index=103&type=section&id=Item%205.%20Other%20Information) None - **None**[536](index=536&type=chunk) [Exhibits](index=104&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including employment agreements, equity incentive plan documents, and officer certifications - The exhibits include various **employment agreements**, **equity plan documents**, and required **certifications** by the Principal Executive Officer and Principal Financial Officer[540](index=540&type=chunk)