0001679082-23-000025 | 10-Q | XBRL Viewer

Collaboration expense to Pfizer

$ 100,229

$ 54,440

$ 321,545

$ 173,405

26,808

12,086

67,242

25,912

Selling, general and administrative

^[1]

86,380

72,125

249,671

192,118

Research and development

31,518

25,726

82,324

82,886

Total operating costs and expenses

152,124

114,180

416,512

308,813

Loss from operations

(51,895)

(59,740)

(94,967)

(135,408)

Net loss and comprehensive loss

^[2]

6,118

3,479

15,131

10,478

Interest income

(1,591)

(70)

(3,095)

(248)

Loss before income taxes

(56,422)

(63,149)

(107,003)

(145,638)

Income tax expense

1,205

296

17,482

1,058

(57,627)

(63,445)

(124,485)

(146,696)

Net loss and comprehensive loss

$ (57,627)

$ (63,445)

$ (124,485)

$ (146,696)

Net loss per common share - basic (in USD per share)

$ (0.59)

$ (0.68)

$ (1.29)

$ (1.59)

Net loss per common share - diluted (in USD per share)

$ (0.59)

$ (0.68)

$ (1.29)

$ (1.59)

Weighted average common shares outstanding - basic (in shares)

96,859,108

93,474,985

96,155,644

92,514,657

Weighted average common shares outstanding - diluted (in shares)

96,859,108

93,474,985

96,155,644

92,514,657

Product revenue, net

Pfizer collaboration revenue

$ 61,422

$ 29,268

$ 152,720

$ 61,885

Cost of product revenue

7,418

4,243

17,275

7,897

Accord license and milestone revenue

29,307

25,172

109,025

79,853

Richter license and milestone revenue

5,000

55,000

4,000

4,300

31,667

Other revenue

$ 500

$ 0

$ 500

$ 0

[1]	Includes $1,362 and $3,766 of related party expense (inclusive of third-party pass-through costs) for the three and nine months ended December 31, 2022, respectively. Includes $1,337 and $3,784 of related party expense (inclusive of third-party pass-through costs) for the three and nine months ended December 31, 2021, respectively. See Note 5.
[2]	Includes $6,118 and $14,563 of interest expense under the Sumitomo Pharma Loan Agreement for the three and nine months ended December 31, 2022, respectively. Includes $2,871 and $8,660 of interest expense under the Sumitomo Pharma Loan Agreement for the three and nine months ended December 31, 2021, respectively. See Note (5C).

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

$ 1,362

$ 1,337

$ 3,766

$ 3,784

Sumitomo Pharma, Co., Ltd. | Letter Agreement with Sumitomo Dainippon Pharma, Co., Ltd. | Term Loan

^[1]

6,118

3,479

15,131

10,478

Organization and Summary of Significant Accounting Policies

$ 6,118

$ 2,871

$ 14,563

$ 8,660

[1]

Includes $6,118 and $14,563 of interest expense under the Sumitomo Pharma Loan Agreement for the three and nine months ended December 31, 2022, respectively. Includes $2,871 and $8,660 of interest expense under the Sumitomo Pharma Loan Agreement for the three and nine months ended December 31, 2021, respectively. See Note (5C).

Condensed Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands	Total	Common Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Mar. 31, 2021		91,000,869
Beginning balance at Mar. 31, 2021	$ (353,965)	$ 2	$ 709,466	$ (17,285)	$ (1,046,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	11,262		11,262
Share-based compensation liabilities reclassified to equity upon settlement of awards	1,862		1,862
Share-based compensation reclassified to current liabilities	(1,377)		(1,377)
Issuance of shares upon exercise of stock options and release of share awards (in shares)		941,774
Issuance of shares upon exercise of stock options and release of share awards	4,252		4,252
Net loss	(61,660)				(61,660)
Ending balance (in shares) at Jun. 30, 2021		91,942,643
Ending balance at Jun. 30, 2021	(399,626)	$ 2	725,465	(17,285)	(1,107,808)
Beginning balance (in shares) at Mar. 31, 2021		91,000,869
Beginning balance at Mar. 31, 2021	(353,965)	$ 2	709,466	(17,285)	(1,046,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(146,696)
Ending balance (in shares) at Dec. 31, 2021		93,658,206
Ending balance at Dec. 31, 2021	(432,283)	$ 2	777,844	(17,285)	(1,192,844)
Beginning balance (in shares) at Jun. 30, 2021		91,942,643
Beginning balance at Jun. 30, 2021	(399,626)	$ 2	725,465	(17,285)	(1,107,808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	11,863		11,863
Share-based compensation liabilities reclassified to equity upon settlement of awards	16,297		16,297
Share-based compensation reclassified to current liabilities	(915)		(915)
Issuance of shares upon exercise of stock options and release of share awards (in shares)		1,135,146
Issuance of shares upon exercise of stock options and release of share awards	11,045		11,045
Net loss	(21,591)				(21,591)
Ending balance (in shares) at Sep. 30, 2021		93,077,789
Ending balance at Sep. 30, 2021	(382,927)	$ 2	763,755	(17,285)	(1,129,399)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	7,199		7,199
Share-based compensation liabilities reclassified to equity upon settlement of awards	2,491		2,491
Share-based compensation reclassified to current liabilities	554		554
Issuance of shares upon exercise of stock options and release of share awards (in shares)		580,417
Issuance of shares upon exercise of stock options and release of share awards	2,565		2,565
Capital contribution -other	1,280		1,280
Net loss	(63,445)				(63,445)
Ending balance (in shares) at Dec. 31, 2021		93,658,206
Ending balance at Dec. 31, 2021	$ (432,283)	$ 2	777,844	(17,285)	(1,192,844)
Beginning balance (in shares) at Mar. 31, 2022	94,858,446	94,858,446
Beginning balance at Mar. 31, 2022	$ (473,477)	$ 2	795,935	(17,285)	(1,252,129)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	10,001		10,001
Issuance of shares upon exercise of stock options and release of share awards (in shares)		798,586
Issuance of shares upon exercise of stock options and release of share awards	1,191		1,191
Net loss	(21,239)				(21,239)
Ending balance (in shares) at Jun. 30, 2022		95,657,032
Ending balance at Jun. 30, 2022	$ (483,524)	$ 2	807,127	(17,285)	(1,273,368)
Beginning balance (in shares) at Mar. 31, 2022	94,858,446	94,858,446
Beginning balance at Mar. 31, 2022	$ (473,477)	$ 2	795,935	(17,285)	(1,252,129)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares upon exercise of stock options and release of share awards (in shares)	826,331
Net loss	$ (124,485)
Ending balance (in shares) at Dec. 31, 2022	97,028,258	97,028,258
Ending balance at Dec. 31, 2022	$ (558,143)	$ 2	835,754	(17,285)	(1,376,614)
Beginning balance (in shares) at Jun. 30, 2022		95,657,032
Beginning balance at Jun. 30, 2022	(483,524)	$ 2	807,127	(17,285)	(1,273,368)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	11,901		11,901
Issuance of shares upon exercise of stock options and release of share awards (in shares)		900,620
Issuance of shares upon exercise of stock options and release of share awards	3,993		3,993
Net loss	(45,619)				(45,619)
Ending balance (in shares) at Sep. 30, 2022		96,557,652
Ending balance at Sep. 30, 2022	(513,249)	$ 2	823,021	(17,285)	(1,318,987)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	11,203		11,203
Issuance of shares upon exercise of stock options and release of share awards (in shares)		470,606
Issuance of shares upon exercise of stock options and release of share awards	1,530		1,530
Net loss	$ (57,627)				(57,627)
Ending balance (in shares) at Dec. 31, 2022	97,028,258	97,028,258
Ending balance at Dec. 31, 2022	$ (558,143)	$ 2	$ 835,754	$ (17,285)	$ (1,376,614)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss and comprehensive loss	$ (124,485)	$ (146,696)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	32,399	30,324
Depreciation	1,012	1,062
Non-cash interest expense	568	1,818
Amortization of operating lease right-of-use assets	1,475	1,250
Other	0	9
Changes in operating assets and liabilities:
Accounts receivable	(17,725)	(15,340)
Inventories	(21,794)	(4,126)
Prepaid expenses and other current assets	(15,549)	(7,259)
Amount due from related party	(2,417)	(550)
Other assets	9,738	(3,641)
Accounts payable	(33)	(5,679)
Accrued expenses and other current liabilities	18,739	13,811
Deferred revenue	(9,025)	3,480
Amounts due to Pfizer	(6,795)	35,773
Cost share advance from Pfizer	(34,386)	(68,654)
Operating lease liabilities	(1,618)	(1,326)
Amounts due to related parties	108	(152)
Other liabilities	6	(2,576)
Net cash used in operating activities	(169,782)	(168,472)
Cash flows from investing activities:
Purchases of marketable securities	(24,864)	(118,837)
Maturities of marketable securities	28,500	59,252
Purchases of property and equipment	(614)	(723)
Net cash provided by (used) in investing activities	3,022	(60,308)
Cash flows from financing activities:
Proceeds from stock option exercises	0	1,280
Capital contribution- other	6,714	17,862
Net cash provided by financing activities	6,714	19,142
Net change in cash, cash equivalents and restricted cash	(160,046)	(209,638)
Cash, cash equivalents and restricted cash, beginning of period	416,804	677,480
Cash, cash equivalents and restricted cash, end of period	256,758	467,842
Supplemental Disclosures of Non-Cash Financing and Investing Information:
Change in fair value of share-based awards recorded to additional paid-in capital	0	1,738
Reclassification of share-based compensation liabilities to additional paid-in capital upon settlement of awards	0	20,650
Right-of-use asset obtained in exchange for operating lease obligation	$ 612	$ 0

Organization and Summary of Significant Accounting Policies

9 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business

Myovant Sciences Ltd. (together with its wholly-owned subsidiaries, the “Company” or “Myovant”) is a biopharmaceutical company that aspires to redefine care for women and for men through purpose-driven science, empowering medicines, and transformative advocacy worldwide. Founded in 2016, the Company has executed multiple successful Phase 3 clinical trials across oncology and women’s health leading to three regulatory approvals by the United States (“U.S.”) Food and Drug Administration (“FDA”): (1) ORGOVYX® (relugolix 120 mg), which was approved in the U.S. in December 2020 as the first and only oral gonadotropin-releasing hormone (“GnRH”) receptor antagonist for the treatment of adult patients with advanced prostate cancer; (2) MYFEMBREE® (relugolix 40 mg, estradiol 1.0 mg, and norethindrone acetate 0.5 mg), which was approved in the U.S. in May 2021 as the first and only once-daily oral GnRH treatment for the management of heavy menstrual bleeding associated with uterine fibroids; and (3) MYFEMBREE which was approved in the U.S. in August 2022 for the management of moderate to severe pain associated with endometriosis, establishing MYFEMBREE as the first and only once-daily oral GnRH treatment approved for both uterine fibroids and endometriosis.

In July 2021, the European Commission (“EC”), and in August 2021, the United Kingdom (“U.K.”) Medicines and Healthcare products Regulatory Agency (“MHRA”), approved RYEQO® (relugolix 40 mg, estradiol 1.0 mg, and norethindrone acetate 0.5 mg) as the first and only long-term, once-daily oral treatment in the European Union (“EU”) and U.K., respectively, for moderate to severe symptoms of uterine fibroids in adult women of reproductive age. In April 2022, the EC, and in June 2022, the MHRA, approved ORGOVYX (relugolix 120 mg) as the first and only oral androgen deprivation therapy for advanced hormone-sensitive prostate cancer in the EU and U.K., respectively.

In June 2022, the FDA accepted for review the Company’s supplemental New Drug Application (“sNDA”) that proposes updates to the U.S. Prescribing Information based on the safety and efficacy data from the Phase 3 LIBERTY randomized withdrawal study of MYFEMBREE in premenopausal women with heavy menstrual bleeding due to uterine fibroids for up to two years. The FDA set a Prescription Drug User Fee Act (“PDUFA”) goal date of January 29, 2023 for this sNDA.

The Company is currently conducting a number of clinical studies to generate data that would potentially expand the prescribing labels for MYFEMBREE and ORGOVYX. For example, in the Phase 3 SERENE study, MYFEMBREE is being evaluated for contraceptive efficacy in women with heavy menstrual bleeding associated with uterine fibroids or endometriosis-associated pain who are 18 to 50 years of age and at risk for pregnancy, and in the Phase 3 REPLACE-CV study, the risk of major adverse cardiovascular events associated with ORGOVYX compared to leuprolide will be assessed in men 18 years of age or older with prostate cancer who require treatment with androgen deprivation therapy for at least one year. The Company is also developing MVT-602, an investigational oligopeptide kisspeptin-1 receptor agonist, which has completed a Phase 2a study for the treatment of female infertility as a part of assisted reproduction.

Since its inception, the Company has funded its operations primarily from the issuance and sale of its common shares, from debt financing arrangements, and more recently from the upfront and milestone payments it has received from its collaboration and commercialization partners, as well as net revenues generated from sales of ORGOVYX and MYFEMBREE in the U.S.

The Company’s majority shareholder is Sumitovant Biopharma Ltd. (“Sumitovant”), a wholly-owned subsidiary of Sumitomo Pharma Co., Ltd. (“Sumitomo Pharma”), the name of which prior to April 1, 2022 was Sumitomo Dainippon Pharma Co., Ltd. As of December 31, 2022, Sumitovant directly, and Sumitomo Pharma indirectly, beneficially own 50,041,181, or approximately 51.6%, of the Company’s outstanding common shares.

On October 23, 2022, Myovant, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant (“Merger Sub”), and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma, entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into Myovant (the “Merger”), with Myovant continuing as the surviving company following the Merger as a wholly owned subsidiary of Sumitovant (the “Surviving Company”). Subject to the terms and conditions set forth in the Merger Agreement, in the event the Merger is consummated, holders of the Company’s common shares (other than Excluded Shares, Parent Owned Shares and Dissenting Shares (as each such term is defined in the Merger Agreement)) will be entitled to receive $27.00 per share in cash, without interest and less any applicable withholding taxes (the “Per Share Merger Consideration”). See Note 5(A) for more information about the Merger Agreement.

Basis of Presentation and Principles of Consolidation

The Company’s fiscal year ends on March 31, and its first three fiscal quarters end on June 30, September 30 and December 31. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”) reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s condensed consolidated balance sheets as of December 31, 2022 and March 31, 2022, and its condensed consolidated statements of operations and comprehensive loss, and shareholders’ deficit for the three and nine months ended December 31, 2022 and 2021, and its condensed consolidated statements of cash flows for the nine months ended December 31, 2022 and 2021. The March 31, 2022 condensed consolidated balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The results for interim periods are not necessarily indicative of results for the entire fiscal year or any other interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s previously filed audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2022.

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”), issued by the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Dollar amounts reported in millions within this Quarterly Report are computed based on the amounts in thousands, and therefore, the sum of components may not equal the total amount reported in millions due to rounding.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ materially from those estimates.

On an ongoing basis, the Company’s management evaluates its estimates, including those related to valuation of inventories, impairment testing for long-lived-assets, variables used in calculating the fair value of the Company’s equity awards, expected achievement of performance-based vesting criteria for equity awards, variable consideration and other relevant inputs impacting the gross and net revenue recognition, contingent liabilities, recoverability of deferred tax assets, determination of lease term, research and development (“R&D”) expenses and accruals, and effective income tax rates. Management bases estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, that are not readily apparent from other sources. Estimates and assumptions are periodically reviewed considering changes in circumstances, facts, or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

Summary of Significant Accounting Policies

The accounting policies used by the Company in its presentation of interim financial results are consistent with those described in Note 2 to the Company’s audited consolidated financial statements included in its Annual Report for the fiscal year ended March 31, 2022, filed with the SEC on May 11, 2022. There have been no significant changes in the Company’s significant accounting policies from those disclosed in its Annual Report for the fiscal year ended March 31, 2022.

Liquidity and Capital Resources

As of December 31, 2022, the Company had approximately $274.4 million in cash, cash equivalents, and marketable securities. The Company believes that its existing cash, cash equivalents, marketable securities and expected cash flows to be generated from product sales will be sufficient to fund its anticipated operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of this Quarterly Report.

In future periods, if the Company’s cash, cash equivalents, marketable securities, and amounts that it expects to generate from product sales and/or third-party collaboration payments are not sufficient to enable the Company to fund its operations, the Company may need to raise additional funds in the form of equity, debt, or from other sources. There can be no assurances that such funding sources will be available at terms acceptable to the Company, or at all. If the Company has insufficient funding to meet its working capital needs, it could be required to delay, limit, reduce, or terminate its drug development programs, commercialization efforts, and/or limit or cease operations.

As of December 31, 2022, the Company’s subsidiary, Myovant Sciences GmbH (“MSG”), had approximately $41.3 million of borrowing capacity available to it under the Sumitomo Pharma Loan Agreement (see Note 5(C)). As of December 31, 2022, the Company is also eligible to earn up to $3.5 billion, $85.5 million, and $118.2 million of additional milestone payments from Pfizer Inc. (“Pfizer”), Accord Healthcare, Ltd. (“Accord”), and Gedeon Richter Plc. (“Richter”), respectively, as well as potential royalty payments from Accord and Richter. See Note 8 for additional information about the Pfizer Collaboration and License Agreement, the Accord License Agreement, and the Richter Development and Commercialization Agreement.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares and potentially dilutive shares of common stock outstanding during the period. Potential dilutive securities outstanding include stock options, restricted stock units, performance stock units, and warrants. During all periods presented, the Company incurred net losses. Accordingly, the effect of any common share equivalents would have been anti-dilutive during those periods and are not included in the calculation of diluted weighted-average number of common shares outstanding.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per common share for the periods indicated because their inclusion would have been anti-dilutive:


	December 31,
	2022	2021
Stock options	5,148,789	7,512,729
Restricted stock units and performance stock units (unvested)	7,812,535	4,543,929
Warrants	73,710	73,710
Total	13,035,034	12,130,368

Recently Issued Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These amendments apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective prospectively for all entities as of March 12, 2020 through December 31, 2022, and subject to a proposed extension to December 31, 2024. The outstanding debt with Sumitomo Pharma under the Sumitomo Pharma Loan Agreement bears a variable interest rate that is indexed off of 3-month LIBOR, for which publication is expected to be discontinued on June 30, 2023. In the event that 3-month LIBOR becomes unavailable, the Company’s subsidiary, MSG, and Sumitomo Pharma will negotiate in good faith to select an alternative interest rate in accordance with the Sumitomo Pharma Loan Agreement. The Company has not yet adopted this guidance and is currently evaluating the potential impact the adoption of this standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption was permitted, including adoption in any interim period. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting

Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amended the effective date of the original pronouncement for smaller reporting companies. ASC 2016-13 and its amendments will be effective for annual and interim periods beginning after December 15, 2022 for smaller reporting companies. The Company is currently assessing the impact the adoption of this new standard will have on its consolidated financial statements and related disclosures.

Revenue Components

9 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Components

The following table provides information about the Company’s revenues (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Revenues:
Product revenue, net:
ORGOVYX	$	48,724	$	24,393	$	128,077	$	53,535
MYFEMBREE	10,527		2,429		20,929		4,133
Accord product supply and royalties	387		—		387		—
Richter product supply and royalties	1,784		2,446		3,327		4,217
Total product revenue, net	61,422		29,268		152,720		61,885
Pfizer collaboration revenue:
Amortization of upfront payment	20,974		20,974		62,922		62,922
Amortization of regulatory milestones	8,333		4,198		46,103		16,931
Total Pfizer collaboration revenue	29,307		25,172		109,025		79,853
Accord license and milestone revenue	5,000		—		55,000		—
Richter license and milestone revenue	4,000		—		4,300		31,667
Other revenue	500		—		500		—
Total revenues	$	100,229	$	54,440	$	321,545	$	173,405

Product Revenue, net

The Company generates product revenue from sales of ORGOVYX and MYFEMBREE in the U.S. The Company records product revenue net of estimated discounts, chargebacks, rebates, product returns, and other gross-to-net revenue deductions.

For both the three and nine months ended December 31, 2022, product revenue, net includes revenues related to product supply to Accord of $0.4 million as well as royalties on net sales of ORGOVYX in Accord’s Territory of less than $0.1 million. There were no such revenues for the three and nine months ended December 31, 2021.

For the three and nine months ended December 31, 2022, product revenue, net includes revenues related to product supply to Richter of $1.4 million and $2.6 million, respectively, as well as royalties on net sales of RYEQO in Richter’s Territory of $0.4 million and $0.7 million, respectively. For the three and nine months ended December 31, 2021, product revenue, net includes revenues related to product supply to Richter of $2.3 million and $4.1 million, respectively, as well as royalties on net sales of RYEQO in Richter’s Territory of $0.1 million and $0.2 million, respectively.

The activities and ending balances for each significant category of discounts and allowances (which constitutes variable consideration) for the nine months ended December 31, 2022 were as follows (in thousands):


	Reserve -government and other incentives		Chargebacks and administrative fees		Returns		Sales Discounts		Total
Balance as of March 31, 2022	$	13,734	$	2,628	$	3,028	$	486	$	19,876
Provision related to sales in the current year	86,741		22,550		3,062		4,331		116,684
Adjustments related to prior year sales	891		(762)		—		—		129
Credits and payments made during the current year	(75,014)		(19,988)		(12)		(4,148)		(99,162)
Balance as of December 31, 2022	$	26,352	$	4,428	$	6,078	$	669	$	37,527

The total reserves described above are summarized as components of the Company’s unaudited condensed consolidated balance sheets as follows (in thousands):


	December 31, 2022		March 31, 2022
Reduction of accounts receivable, net	$	669	$	486
Component of accrued expenses and other current liabilities	36,858		19,390
Total revenue-related reserves	$	37,527	$	19,876

Pfizer Collaboration Revenue

Pfizer collaboration revenue for the three and nine months ended December 31, 2022 and 2021 consists of the partial recognition of the upfront payment the Company received from Pfizer upon entering into the Pfizer Collaboration and License Agreement in December 2020 and of the $100.0 million regulatory milestone payment the Company received from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of heavy menstrual bleeding associated with uterine fibroids on May 26, 2021. Pfizer collaboration revenue for the three and nine months ended December 31, 2022 also includes the partial recognition of the $100.0 million regulatory milestone payment the Company received from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of moderate to severe pain associated with endometriosis on August 5, 2022. See Note 8(A) for additional information regarding the Pfizer Collaboration and License Agreement.

Accord License and Milestone Revenue

Accord license and milestone revenue for the three months ended December 31, 2022 consists of the recognition of a $5.0 million milestone payment from Accord that was triggered upon Accord’s first commercial sale of ORGOVYX in Europe in October 2022. Accord license and milestone revenue for the nine months ended December 31, 2022 consists of the recognition of a $50.0 million upfront payment the Company received from Accord in May 2022 pursuant to the Accord License Agreement, as well as the $5.0 million milestone payment that was triggered upon Accord’s first commercial sale of ORGOVYX in Europe in October 2022. There was no Accord license and milestone revenue for the three and nine months ended December 31, 2021. See Note 8(B) for additional information regarding the Accord License Agreement.

Richter License and Milestone Revenue

Richter license and milestone revenue for the three and nine months ended December 31, 2022 consists of the recognition of a $4.0 million regulatory milestone payment from Richter that was triggered upon the European Medicines Agency acceptance of Richter’s Type II variation submission for RYEQO for the treatment of moderate to severe pain associated with endometriosis in adult women of reproductive age with a history of previous medical or surgical treatment for their endometriosis. Richter license and milestone revenue for the nine months ended December 31, 2022 also includes the recognition of a $0.3 million regulatory milestone payment from Richter that was triggered upon the approval of RYEQO for the uterine fibroids indication in Australia. The Company recognized $31.7 million of Richter license and milestone revenue for the nine months ended December 31, 2021, which consists of a $15.0 million regulatory milestone payment from Richter that was triggered upon the EC approval of RYEQO for the treatment of moderate to severe symptoms of uterine fibroids in adult women of reproductive age and $16.7 million of previously deferred revenue that was recognized upon the completion of the Company’s delivery of the remaining substantive relugolix combination tablet data packages to Richter. There was no Richter license and milestone revenue for the three months ended December 31, 2021. See Note 8(C) for additional information regarding the Richter Development and Commercialization Agreement.

Certain Balance Sheet Components

9 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Certain Balance Sheet Components

Cash, Cash Equivalents and Restricted Cash

The following represents a reconciliation of cash and cash equivalents on the unaudited condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	250,590	$	457,742
Restricted cash (included in other assets)	6,168		10,100
Total cash, cash equivalents and restricted cash	$	256,758	$	467,842

Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash (maturity of three months or less at the time of purchase). Restricted cash consists of funds held or designated to satisfy the requirements of certain agreements that are restricted in their use. As of December 31, 2022 and 2021, restricted cash includes approximately $2.4 million and $7.1 million, respectively, that is held in an escrow fund for use by Sunovion Pharmaceuticals Inc. (“Sunovion”), a subsidiary of Sumitomo Pharma, to manage payments for rebates, chargebacks, and similar fees pursuant to the Market Access Services Agreement (see Note 5(F)).

Inventories

Inventories consisted of the following (in thousands):


	December 31, 2022		March 31, 2022
Raw materials	$	15,597	$	663
Work in process	6,410		3,737
Finished goods	8,077		3,184

Total inventories	$	30,084	$	7,584

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):



	December 31, 2022		March 31, 2022
Accrued sales discounts, rebates, and allowances	$	36,858	$	19,390
Accrued compensation-related expenses	23,516		26,389
Accrued R&D expenses	10,244		6,955
Accrued commercial expenses	5,287		7,196
Accrued royalties payable to Takeda	4,400		2,470
Accrued other expenses	3,288		3,309
Accrued professional fees	3,265		1,340
Accrued income tax payable	475		720
Deferred product revenue	—		825
Total accrued expenses and other current liabilities	$	87,333	$	68,594

Fair Value Measurements

9 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsThe preparation of the Company’s unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires certain assets and liabilities to be reflected at their fair value. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed into one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable. These levels are as follows:

•Level 1—inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

•Level 2—inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

•Level 3—inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies, or similar valuation techniques, as well as significant management judgement or estimation.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of the Company’s financial instruments, see Note 2, “Summary of Significant Accounting Policies,” and Note 4, “Fair Value Measurements,” to the Company’s audited consolidated financial statements included in its Annual Report for the fiscal year ended March 31, 2022, filed with the SEC on May 11, 2022.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):


	Fair Value Measurement Using:
	Level 1		Level 2		Level 3		Total
As of December 31, 2022
Assets:
Money market funds (1)	$	154	$	—	$	—	$	154
Commercial paper (2)	—		155,635		—		155,635
U.S. treasury securities (3)	1,944		—		—		1,944
Total assets	$	2,098	$	155,635	$	—	$	157,733


	Fair Value Measurement Using:
	Level 1		Level 2		Level 3		Total
As of March 31, 2022
Assets:
Money market funds (1)	$	69	$	—	$	—	$	69
Commercial paper (2)	—		219,772		—		219,772
Total assets	$	69	$	219,772	$	—	$	219,841

(1) Included in cash and cash equivalents.

(2) Includes $133.7 million in cash and cash equivalents and $21.9 million in marketable securities as of December 31, 2022. Includes $192.3 million in cash and cash equivalents and $27.5 million in marketable securities as of March 31, 2022.

(3) Included in marketable securities.

There were no liabilities measured at fair value on a recurring basis as of December 31, 2022 or March 31, 2022.

The Company does not intend to sell its marketable securities that are in an unrealized loss position, and it is not more likely than not that the Company will be required to sell its securities before recovery of their amortized cost basis, which may be at maturity. There were no realized gains or realized losses on marketable securities for the periods presented.

Financial Instruments Not Measured at Fair Value on a Recurring Basis

The Company recorded the cost share advance from Pfizer, which was included in Level 2 of the fair value hierarchy, at its estimated fair value as of the transaction date. As discussed in Note 8(A), on the transaction date, the cost share advance from Pfizer was discounted to fair value using the Company’s estimated incremental borrowing rate over the period in which the cost share advance was expected to be utilized. The recorded amount was reduced each reporting period by the amount of Allowable Expenses applied to the cost share advance. As of December 31, 2022, the cost share advance from Pfizer has been fully utilized and no amounts remained outstanding on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2022. There were no non-recurring fair value assets as of December 31, 2022 and March 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related Party Transactions	9 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions As of December 31, 2022, Sumitovant directly, and Sumitomo Pharma indirectly, beneficially own 50,041,181, or approximately 51.6%, of the Company’s outstanding common shares. The Company has agreements with Sumitovant, Sumitomo Pharma, and their affiliates, including Sunovion, a subsidiary of Sumitomo Pharma. Certain of these agreements are described below. (A) Merger Agreement On October 23, 2022, Myovant, Sumitovant, Merger Sub, and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma, entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the merger contemplated thereby, Merger Sub will be merged with and into Myovant (the “Merger”), with Myovant continuing as the surviving company following the Merger as a wholly owned subsidiary of Sumitovant. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each of Myovant’s common shares, $0.000017727 par value per share (the “Common Share”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Sumitovant Owned Shares and Dissenting Shares (as each such term is defined below)) will automatically cease to exist, and each holder of a Common Share will cease to have any rights with respect thereto, except for the right to receive the Per Share Merger Consideration; (ii) any Common Share owned by Myovant or any direct or indirect wholly owned subsidiary of Myovant (each, an “Excluded Share”) as of immediately prior to the Effective Time will be cancelled and will automatically cease to exist, and no consideration will be delivered in exchange therefor; (iii) each Common Share that is owned directly by Sumitovant as of immediately prior to the Effective Time (each, a “Sumitovant Owned Share”) will remain outstanding and will constitute a fully paid and nonassesable common share of the Surviving Company; (iv) each Common Share held by a holder who, as of the Effective Time, did not vote in favor of the Merger and complied with certain procedures specified in the Merger Agreement (each, a “Dissenting Share”), will automatically be cancelled and the holder thereof will have the right to receive the Per Share Merger Consideration plus the amount of any excess of the appraised fair value as determined by the Supreme Court of Bermuda above the Per Share Merger Consideration; and (v) each common share, par value $0.000017727 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will remain outstanding and will constitute a fully paid and nonassesable common share of the Surviving Company. As a result of the Merger, Sumitovant will acquire Myovant and own all of the issued and outstanding shares of the Surviving Company. In addition, immediately prior to the Effective Time, subject to specified exceptions applicable to certain restricted share units to be granted after the execution of the Merger Agreement or as otherwise agreed between the parties thereto, each Myovant equity award that is outstanding, whether vested or unvested, will be cancelled and thereafter only entitle the holder to the right to receive an amount (reduced by any applicable withholding tax) in cash equal to, as applicable: (i) the number of Common Shares subject to a Myovant stock option multiplied by the Per Share Merger Consideration, minus such stock option’s exercise price; provided that each option with an exercise price per Common Share that is equal to or greater than the Per Share Merger Consideration will be cancelled without payment; (ii) the number of restricted share units of Myovant multiplied by the Per Share Merger Consideration; and (iii) the number of restricted share units of Myovant subject to performance-based vesting conditions (deeming performance goals as being satisfied), multiplied by the Per Share Merger Consideration. Completion of the Merger is subject to the satisfaction of certain conditions, including: (i) the adoption of the Merger Agreement at a shareholder meeting to consider such matter by the requisite vote of Myovant’s shareholders, including the approval by the holders of a majority of the outstanding Common Shares entitled to vote and voting at such meeting and by the holders of a majority of the outstanding Common Shares not held by Sumitovant or its affiliates, (ii) the expiration of applicable waiting period of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), (iii) the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Merger, (iv) the accuracy of each party’s representations and warranties (subject to certain materiality and Company Material Adverse Effect (as defined in the Merger Agreement) qualifications), (v) each party’s performance in all material respects of its obligations contained in the Merger Agreement and (vi) the absence of a Company Material Adverse Effect following the date of the Merger Agreement that is continuing. The applicable waiting period under the HSR Act expired on January 2, 2023. Sumitovant and Myovant have each made customary representations, warranties and covenants in the Merger Agreement, including covenants: (i) in the case of Myovant, to cause a meeting of its shareholders to be duly called and held as soon as reasonably practicable following the clearance of a proxy statement and Statement on Schedule 13E-3 in connection with the Merger by the SEC for the purpose of voting on the adoption of the Merger Agreement and (ii) in the case of each party, to use its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate and make effective as promptly as practicable the Merger, subject to certain limitations set forth in the Merger Agreement. Subject to certain exceptions, Myovant has agreed to conduct its business in the ordinary course consistent with past practice, including not taking certain specified actions, prior to the consummation of the Merger or the termination of the Merger Agreement pursuant to its terms. Under the Merger Agreement, Myovant has agreed not to: (i) initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (as defined in the Merger Agreement); (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to any Alternative Proposal, subject to certain exceptions, or any inquiry, proposal or offer that would reasonably be expected to lead to an Alternative Proposal; (iii) provide any non-public information to any person in connection with any Alternative Proposal or any proposal or offer that would reasonably be expected to lead to an Alternative Proposal; (iv) otherwise knowingly facilitate any effort or attempt to make an Alternative Proposal; or (v) cause or permit the Company to enter into an Alternative Proposal. However, subject to the satisfaction of certain conditions, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee is permitted to take certain actions which may, as more fully described in the Merger Agreement, include, prior to adoption and approval of the Merger Agreement and the other transactions contemplated thereby, including the Merger, by the requisite vote of Myovant’s shareholders, changing the Company Board’s or the Special Committee’s recommendation in response to a Superior Proposal or Intervening Event (each as defined in the Merger Agreement). The Merger Agreement contains certain termination rights for each of Sumitovant and Myovant, including the right to terminate (i) by mutual written consent, (ii) by either the Company (acting at the recommendation of the Special Committee) or by Sumitovant under specific circumstances, (iii) if the Merger is not consummated on or before 5:00 p.m., Pacific Time, on May 31, 2023 or (iv) to enter into a definitive agreement related to a Superior Proposal. Additionally, the Merger Agreement provides that, upon termination of the Merger Agreement, under specified circumstances, Myovant will be required to pay Sumitovant a termination fee of $55.25 million. No amounts have been paid to or received from Sumitovant under the Merger Agreement; however, the Company believes the Merger Agreement is material to its business and operations. (B) Voting and Support Agreement In connection with the entry into the Merger Agreement, on October 23, 2022, Sumitovant and Myovant entered into a Voting and Support Agreement (the “Voting and Support Agreement”) whereby Sumitovant has agreed, among other things, that at any meeting of the shareholders of Myovant or in connection with any written consent of the shareholders of Myovant, Sumitovant will appear at such meeting or cause its Common Shares to be counted as present at such meeting for purposes of establishing a quorum and, so long as Sumitovant is not prohibited from doing so by applicable law, vote or consent all of its Common Shares in favor of the Merger and the adoption of the Merger Agreement. No amounts have been paid to or received from Sumitovant under the Voting and Support Agreement; however, the Company believes the Voting and Support Agreement is material to its business and operations. (C) Sumitomo Pharma Loan Agreement On December 27, 2019, the Company and one of its subsidiaries, MSG (the “Borrower”), entered into a Loan Agreement with Sumitomo Pharma (the “Sumitomo Pharma Loan Agreement”). The Sumitomo Pharma Loan Agreement was amended on December 24, 2022. Pursuant to the Sumitomo Pharma Loan Agreement, Sumitomo Pharma agreed to make revolving loans to the Borrower in an aggregate principal amount of up to $400.0 million. Funds may be drawn down by the Borrower once per calendar quarter, subject to certain terms and conditions, including consent of the Company’s board of directors. The maturity date of the loans under the Sumitomo Pharma Loan Agreement is December 27, 2024 or the date the outstanding principal of the loans is declared due and payable due to an event of default pursuant to the terms of the Sumitomo Pharma Loan Agreement. In addition, if Sumitomo Pharma fails to own at least a majority of the Company’s outstanding common shares, it may become unlawful under Japanese law for Sumitomo Pharma to continue to fund loans to the Borrower, and in which case the Borrower would not be able to continue to borrow under the Sumitomo Pharma Loan Agreement. Interest is due and payable quarterly, and the outstanding principal amounts are due and payable in full on the five-year anniversary of the closing date of the Sumitomo Pharma Loan Agreement. Loans under the Sumitomo Pharma Loan Agreement are prepayable at any time without premium or penalty upon 10 business days’ prior written notice. Loans under the Sumitomo Pharma Loan Agreement bear interest at a variable rate per annum equal to 3-month LIBOR plus a margin of 3% payable on the last day of each calendar quarter. Publication of 3-month LIBOR is currently expected to be discontinued on June 30, 2023. In the event that 3-month LIBOR becomes unavailable, the Borrower and Sumitomo Pharma will negotiate in good faith to select an alternative interest rate and, if applicable as a result of such alternative interest rate, margin adjustment that is consistent with industry accepted successor rates for determining a LIBOR replacement. The Borrower’s obligations under the Sumitomo Pharma Loan Agreement are fully and unconditionally guaranteed by the Company and certain of the Company’s other subsidiaries (collectively, the “Subsidiary Guarantors”). The loans and other obligations are senior unsecured obligations of the Company, the Borrower, and the Subsidiary Guarantors. The Sumitomo Pharma Loan Agreement includes customary representations and warranties and affirmative and negative covenants. The Sumitomo Pharma Loan Agreement also includes customary events of default, including payment defaults, breaches of representations and warranties, breaches of covenants following any applicable cure period, cross acceleration to certain other debt, failure to pay certain final judgments, certain events relating to bankruptcy or insolvency, failure of material provisions of the loan documents to remain in full force and effect or any contest thereto by the Company or any of its subsidiaries and certain breaches by the Company under the Investor Rights Agreement. Upon the occurrence of an event of default, a default interest rate of an additional 5% will apply to the outstanding principal amount of the loans, Sumitomo Pharma may terminate its obligations to make loans to the Borrower and declare the principal amount of loans to become immediately due and payable, and Sumitomo Pharma may take such other actions as set forth in the Sumitomo Pharma Loan Agreement. Upon the occurrence of certain bankruptcy and insolvency events, the obligations of Sumitomo Pharma to make loans to the Borrower would automatically terminate and the principal amount of the loans would automatically become due and payable. In addition, if it becomes unlawful for Sumitomo Pharma to maintain the loans under the Sumitomo Pharma Loan Agreement or within 30 days of a change of control with respect to the Company, the Borrower would be required to repay the outstanding principal amount of the Loans. The parties entered into an amendment to the Sumitomo Pharma Loan Agreement on December 24, 2022 pursuant to which, Sumitomo Pharma agreed to subordinate the Borrower’s obligations to Sumitomo Pharma under the Sumitomo Pharma Loan Agreement to all other existing and future claims against the Borrower. As of December 31, 2022, approximately $41.3 million of borrowing capacity remains available to the Borrower, subject to the terms of the Sumitomo Pharma Loan Agreement and the outstanding loan balance of $358.7 million is classified as a long-term liability on the Company’s unaudited condensed consolidated balance sheet under the caption long-term debt, less current maturities (related party). Interest expense under the Sumitomo Pharma Loan Agreement was $6.1 million and $14.6 million for the three and nine months ended December 31, 2022, respectively, and $2.9 million and $8.7 million for the three and nine months ended December 31, 2021, respectively, and is included in interest expense in the unaudited condensed consolidated statements of operations and comprehensive loss. (D) Investor Rights Agreement On December 27, 2019, the Company entered into an Investor Rights Agreement with Sumitomo Pharma and Sumitovant (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, the Company agreed, at the request of Sumitovant, to register for sale, under the Securities Act of 1933, common shares beneficially owned by Sumitovant, subject to specified conditions and limitations. In addition, the Company agreed to periodically provide Sumitovant (i) certain financial statements, projections, capitalization summaries and other information and (ii) access to the Company’s books, records, facilities and employees during the Company’s normal business hours as Sumitovant may reasonably request, subject to specified limitations. The Investor Rights Agreement also contains certain protections for the Company’s minority shareholders for so long as Sumitomo Pharma or certain of its affiliates beneficially owns more than 50% of the Company’s common shares. These protections include: (i) a requirement that Sumitovant vote its shares for the election of independent directors in accordance with the recommendation of the Company’s board of directors (the “board”) or in the same proportion as the shareholders not affiliated with Sumitovant vote its shares; (ii) a requirement that the audit committee of the Company’s board be composed solely of three independent directors; (iii) a requirement that any transaction proposed by Sumitomo Pharma or certain of its affiliates that would increase Sumitomo Pharma’s beneficial ownership to over 60% of the outstanding voting power of the Company must be approved by the Company’s audit committee (if occurring prior to December 27, 2022), and be conditioned on the approval of shareholders not affiliated with Sumitovant approving the transaction by a majority of the common shares held by such shareholders; and a requirement that any related person transactions between Sumitomo Pharma or certain of its affiliates and the Company must be approved by the Company’s audit committee. Pursuant to the Investor Rights Agreement, the Company also agreed that at all times that Sumitomo Pharma beneficially owns more than 50% of the Company’s common shares, Sumitomo Pharma, by purchasing common shares in the open market or from the Company in certain specified circumstances, will have the right to maintain its percentage ownership in the Company’s common shares in the event of a financing event or acquisition event conducted by the Company, or specified other events, subject to specific conditions. (E) Services and Information Sharing Agreement In February 2022, the Company and two of its subsidiaries, MSG and Myovant Sciences, Inc. (“MSI”), entered into a services and information sharing agreement with Sumitovant Biopharma, Inc., a wholly-owned subsidiary of Sumitovant. Under the agreement, for so long as Sumitovant is a majority owner of the Company, the Company agrees to (1) subject to Sumitovant’s reasonable request and on a timeline to be reasonably agreed by the parties, supply certain information summarizing material aspects of the Company’s business to Sumitovant, and with reasonable advanced notice, give Sumitovant and its representatives the reasonable opportunity to discuss such information with the Company’s senior management; and (2) subject to the oversight of the chairperson of the Company’s Audit Committee, provide certain additional, more detailed information on business-essential matters in order to collaborate with Sumitovant or to enable the Company to leverage Sumitovant’s expertise. Under the agreement, Sumitovant also agrees to provide, upon the Company’s election, various administrative and general business support services as well as research and development services to the Company and its subsidiaries, and the Company agrees to reimburse Sumitovant for expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by employees of Sumitovant, the agreement provides for Sumitovant to charge the Company based upon the relative percentage of time utilized on matters related to the Company by the respective employee and a mutually agreed upon mark-up on such expenses. Under the agreement, all other third-party pass-through costs are billed to the Company at cost. For both the three and nine months ended December 31, 2022, the Company incurred less than $0.1 million, under this agreement. (F) Market Access Services Agreement On August 1, 2020, one of the Company’s subsidiaries, entered into a Market Access Services Agreement, as amended (“Market Access Services Agreement”), with Sunovion. Pursuant to the Market Access Services Agreement, among other things, Sunovion agreed to provide certain market access services with respect to the distribution and sale of ORGOVYX (“Prostate Cancer Product”) and MYFEMBREE (“Women’s Health Product,” and collectively with Prostate Cancer Product, the “Products”, and each a “Product”), including, among other things: (i) adding the Products to Sunovion’s agreements with its third party logistics providers; (ii) adding the Women’s Health Product to certain of Sunovion’s contracts with wholesalers, group purchasing organizations and integrated delivery networks and negotiating rates for the Products with certain market access customers; (iii) providing order-to-cash services; (iv) providing certain employees to provide market access account director services; (v) performing activities required in connection with supporting and maintaining contracts between the Company and market access customers for the coverage, purchase, or dispensing of the Products; (vi) managing the validation, processing and payment of rebates, chargebacks, and certain administrative, distribution and service fees related to the Products; (vii) providing the Company with price reporting metrics and other information required to allow the Company to comply with applicable government price reporting requirements; (viii) coordinating with the Company and any applicable wholesalers and distributors to address any recalls, investigations, or product holds; (ix) configuring, or causing to be configured, the appropriate software systems to enable Sunovion to perform its obligations under the Market Access Services Agreement; and (x) providing training and certain other ancillary support services to facilitate the foregoing. Pursuant to this agreement, Sunovion will also provide certain services to the Company to enable the Company to comply with its obligations under the State Transparency Laws. The Company, in turn, appointed Sunovion as the exclusive distributor of the Women’s Health Product and a non-exclusive distributor of the Prostate Cancer Product, each in the U.S., including all of its territories and possessions. In order to facilitate Sunovion’s provision of these services, the Company agreed, among other things, to: (i) grant Sunovion a non-exclusive license under all intellectual property owned or controlled by the Company, solely for Sunovion’s use in connection with its performance of the contemplated services; (ii) provide Sunovion periodic reports of sales projections and estimated volume requirements, as well as such other information as Sunovion reasonably requests or may need to perform the services; (iii) comply with the provisions of any agreements between Sunovion and third parties pursuant to which the Products will be distributed or sold; (iv) cooperate with certain investigations related to orders and audits of the Company’s quality systems solely related, as reasonably determined by Myovant, to Sunovion’s performance of certain regulatory services, at Sunovion’s costs; and (v) promptly notify Sunovion in the event relugolix is recalled. As consideration for the services, the Company has paid and will continue to pay Sunovion an agreed-upon monthly service charge for each of the first two years of the Market Access Services Agreement term and any agreed regulatory and training service charges. After the second year of the Market Access Services Agreement term, the monthly service charges will be determined by the parties. In addition, the Company also agreed to (x) reimburse Sunovion for any pass-through expenses it incurs while providing the services, and (y) establish an escrow fund for use by Sunovion to manage payments for rebates, chargebacks and similar fees. For the three and nine months ended December 31, 2022, the Company incurred $1.3 million and $3.7 million, respectively, under this agreement (inclusive of third-party pass-through costs billed to the Company) which are included in SG&A expenses, in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended December 31, 2021, the Company incurred $1.3 million and $3.8 million of expense under this agreement (inclusive of third-party pass-through costs billed to the Company), which is included in SG&A expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. The Market Access Services Agreement also contains customary representations and warranties by the parties and customary provisions related to confidentiality, indemnification and insurance. The initial term of the Market Access Services Agreement is three years. Thereafter, the term will be automatically extended for one-year periods, unless either party provides notice of its intent not to renew the Market Access Services Agreement at least nine (9) months prior to the expiration of the applicable term. Either party may also terminate the Market Access Services Agreement prior to the end of its term in the event of an uncured material breach by the other party, if there are certain changes of law, or if such other party becomes insolvent or undergoes a change of control. The Company may also terminate the Market Access Services Agreement with respect to one or both Products if Sunovion fails to satisfy certain market access milestones or for convenience upon payment of a break-up fee.

Income Taxes	9 Months Ended
Income Taxes	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is not subject to taxation under the laws of Bermuda since it is organized as a Bermuda Exempted Limited Company, for which there is no current tax regime. It is subject to taxation under the laws of the U.K. by virtue of location of central management and control. The income tax expense of the Company and its affiliates currently is primarily attributable to U.S. federal, state and local taxes. The Company’s effective tax rate for the three and nine months ended December 31, 2022 was (2.14)% and (16.34)%, respectively. The Company’s effective tax rate for the three and nine months ended December 31, 2021 was (0.47)% and (0.73)%, respectively. Key determinative factors of the Company’s effective tax rate include the allocation of its earnings by jurisdiction and a valuation allowance that currently eliminates all of the Company’s net deferred tax assets, including in respect of the R&D matter referred to below. Effective for tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 (“TCJA”) amendments to Internal Revenue Code Section 174 will no longer permit an immediate deduction for R&D expenditures in the tax year that such costs are incurred. For expenses that are incurred for R&D in the U.S., such amounts will be amortized over five years (this is currently approximately 90% of the Company’s relevant spend), and expenses that are incurred for R&D expenditures outside the U.S. will be amortized over 15 years. The Company’s effective tax rate for the three and nine months ended December 31, 2022 was impacted accordingly. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized, and records a valuation allowance as necessary. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. Future factors may arise at subsequent balance sheet dates that would impact the assessment of the objective and subjective evidence of the Company. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations and comprehensive loss for the period that the adjustment is determined to be required.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Share-Based Compensation

9 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company has two share-based compensation plans, the Myovant Sciences Ltd. 2016 Equity Incentive Plan (“Equity Incentive Plan”) and the Myovant Sciences Ltd. 2020 Inducement Plan (“Inducement Plan”) (collectively, the “Equity Plans”). As of December 31, 2022, there were approximately 2.7 million and 0.2 million common shares available for future issuance under the Equity Incentive Plan and the Inducement Plan, respectively. For additional information about the Company’s Equity Plans, see Note 10, “Share-Based Compensation,” to the Company’s audited consolidated financial statements included in its Annual Report for the fiscal year ended March 31, 2022, filed with the SEC on May 11, 2022.

(A) Stock Options

Activity for stock options for the nine months ended December 31, 2022 is included in the following table:


			Number of Options








Options outstanding at March 31, 2022			6,130,680
Granted			204,808
Exercised			(826,331)
Forfeited			(360,368)
Options outstanding at December 31, 2022			5,148,789
Options vested and expected to vest at December 31, 2022			5,148,789
Options exercisable at December 31, 2022			3,830,313

(B) Restricted Stock and Performance Stock Units

Activity for restricted stock units and performance stock units for the nine months ended December 31, 2022 is included in the following table:


			Number of Shares








Unvested balance at March 31, 2022			4,532,619
Granted			5,763,246
Vested			(1,343,481)
Forfeited			(1,139,849)
Unvested balance at December 31, 2022			7,812,535

Share-based compensation during the three and nine months ended December 31, 2022 and 2021 was as follows (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Share-based compensation recognized as:
SG&A expense	$	7,174	$	4,173	$	20,890	$	18,131
R&D expense	3,682		2,842		11,180		11,683
Cost of product revenue (1)	120		32		329		50
Total	$	10,976	$	7,047	$	32,399	$	29,864


Share-based compensation capitalized into inventory			$	347					$	184					$	1,035					$	510

(1) Share-based compensation capitalized into inventory is recognized as cost of product revenue when the related product is sold.

SG&A expense for the nine months ended December 31, 2021 includes $3.0 million of share-based compensation related to the separation of the Company’s former Principal Executive Officer and Principal Financial Officer. Additional information is included in Note 10, “Share-Based Compensation,” to the Company’s audited consolidated financial statements included in its

Annual Report for the fiscal year ended March 31, 2022, filed with the SEC on May 11, 2022.

Total unrecognized share-based compensation was approximately $106.2 million as of December 31, 2022 and is expected to be recognized over a weighted-average period of approximately 2.66 years.

Collaboration and License Agreements

9 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Collaboration and License Agreements

(A) Pfizer Collaboration and License Agreement

On December 26, 2020, one of the Company’s subsidiaries, MSG, and Pfizer, entered into a collaboration and license agreement (the “Pfizer Collaboration and License Agreement”), pursuant to which the Company and Pfizer collaborate to jointly develop and commercialize relugolix in oncology and women’s health in the U.S. and Canada (the “Co-Promotion Territory”). In addition, Pfizer also received an option to acquire exclusive commercialization and development rights to relugolix in oncology outside the Co-Promotion Territory, excluding certain Asian countries (the “Pfizer Territory”). Pfizer notified the Company on October 22, 2021 of its decision to decline this option. On September 19, 2022, the Company and Pfizer entered into a letter agreement pursuant to which Pfizer’s rights in Canada with respect to relugolix in oncology under the Pfizer Collaboration and License Agreement were terminated. References to “Co-Promotion Territory” with respect to periods subsequent to September 19, 2022 exclude Canada with respect to relugolix in oncology. On December 5, 2022, the Company and Pfizer entered into a letter agreement to address certain terms regarding the co-promotion of MYFEMBREE in Canada in the event of regulatory approval.

In the U.S. Co-Promotion Territory, the Company and Pfizer equally share profits and certain expenses, including certain pre-launch inventory costs incurred by the Company prior to the effective date of the Pfizer Collaboration and License Agreement (the “Allowable Expenses”). The Company remains responsible for regulatory interactions and drug supply and continues to lead clinical development for MYFEMBREE in the women’s health indications, while development for ORGOVYX is shared equally among the parties.

In the U.S., the Company is the principal on all sales transactions with third parties and recognizes 100% of product sales to third parties as revenue from contracts with customers. The Company concluded that based on the principal versus agent guidance in ASC 606, in the U.S., it has primary responsibility for fulfilling customer orders, controls inventory before it is sold to third party customers, assumes the risk of inventory loss, and maintains discretion in establishing product price.

Pursuant to the terms of the Pfizer Collaboration and License Agreement, the Company received an upfront payment of $650.0 million in December 2020, of which $150.0 million was Pfizer’s advanced reimbursement for Pfizer’s share of Allowable Expenses (the “cost share advance”), and is eligible to receive up to $3.8 billion of milestone payments, including two regulatory milestones of $100.0 million upon each FDA approval for MYFEMBREE in uterine fibroids and endometriosis ($200.0 million in the aggregate), and tiered sales milestones of up to $3.5 billion upon reaching certain thresholds of annual net sales for oncology and the combined women’s health indications in the Co-Promotion Territory. In July 2021, the Company received the first $100.0 million regulatory milestone payment from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of heavy menstrual bleeding associated with uterine fibroids on May 26, 2021. In September 2022, the Company received the second $100.0 million regulatory milestone payment from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of moderate to severe pain associated with endometriosis on August 5, 2022.

Pursuant to the terms of the Pfizer Collaboration and License Agreement, the Company was required to bear Pfizer’s share of Allowable Expenses, up to a maximum of $100.0 million for calendar year 2021 and up to a maximum of $50.0 million for calendar year 2022. Any unused portion was to carry over into the subsequent calendar years until the Company had assumed in aggregate $150.0 million of Pfizer’s share of the Allowable Expenses. No amounts remained under the cost share advance from Pfizer as of December 31, 2022.

The term of the Pfizer Collaboration and License Agreement continues until no products are sold and all development activities have terminated in the Co-Promotion Territory. The Pfizer Collaboration and License Agreement may be terminated early by either party for the uncured material breach of the other party or for bankruptcy or other insolvency proceeding of the other party. In addition, Pfizer has certain other termination rights and may terminate the Pfizer Collaboration and License Agreement early upon providing written notice to the Company pursuant to the terms of the Pfizer Collaboration and License Agreement.

The Company assessed the Pfizer Collaboration and License Agreement and determined that it meets both criteria to be considered a collaborative agreement within the scope of ASC 808, Collaborative Arrangements: active participation by both parties and exposures to significant risks and rewards dependent on the commercial success of the activities. Although the Company is lead party and will perform many activities, both development and commercialization responsibilities are assigned between parties and both parties participate on joint steering and other committees overseeing the collaboration activities. Both

parties are exposed to significant risks and rewards based on the economic outcomes of the collaboration through cost sharing and profit (loss) sharing provisions. Net payments to/from Pfizer for Pfizer’s share of the net profits and Allowable Expenses will be disaggregated and presented in the Company’s consolidated statements of operations and comprehensive loss according to the nature of the expense (e.g., collaboration expense, R&D expenses, or SG&A expenses).

As discussed above, the Company received a $650.0 million upfront payment from Pfizer in December 2020, of which $150.0 million was Pfizer’s advanced reimbursement for Pfizer’s share of Allowable Expenses. The Company concluded that the prepayment by Pfizer of its share of Allowable Expenses represented a significant financing component since the Company received the cash flows at the outset of the arrangement, rather than over a two-year period. Accordingly, the Company reduced the amount of the advanced reimbursement by approximately $3.6 million, representing the implied financing costs, and recorded the discounted value of $146.4 million on the consolidated balance sheet as a deposit liability (cost share advance from Pfizer). The financing component was accreted to interest expense utilizing a method that approximated the effective yield method over the period in which the cost share advance was expected to be used. As of December 31, 2022, the financing component had been fully accreted to interest expense. The remainder of the upfront payment was recorded as deferred revenue and has been and will continue to be recognized as Pfizer collaboration revenue on a straight-line basis over the estimated term of the agreement of six years, which was estimated by the Company based upon the terms of the Pfizer Collaboration and License Agreement, including the termination provisions contained therein. The Company determined straight-line amortization to be appropriate because the upfront payment represents payment for Pfizer’s right to participate in the collaboration activities, including both commercialization and development activities, which are expected to be realized evenly over this period.

The achievement of the regulatory milestones was outside of the Company’s control and therefore was not deemed probable at contract inception. Amounts associated with the regulatory milestones were not initially recognized. Upon achievement of the related regulatory milestones, cumulative catch-up revenue was recorded as Pfizer collaboration revenue in the period in which the respective regulatory milestone was achieved, and the remainder will be recognized over the remaining contract term. The Company determined that, conceptually, the regulatory milestone payments represent payment for development activities that will continue to benefit the collaboration as the products move toward commercialization. Accordingly, the recognition of revenue associated with the regulatory milestones follows the same amortization model as the upfront payment described above.

Similar to the regulatory milestones, sales-based milestone payments will not initially be recognized due to the uncertainty associated with the future commercial outcomes of ORGOVYX and MYFEMBREE. Upon achievement, the sales-based milestones will be recognized as revenue immediately in the period when the annual sales thresholds are met as the payments represent consideration for past activities that are completed and culminated in the annual sales thresholds being met.

The amount due to Pfizer as of December 31, 2022, was approximately $25.8 million and consisted of 26.8 million payable to Pfizer for Pfizer’s 50% share of net profits on sales of ORGOVYX and MYFEMBREE in the U.S., partially offset by approximately $1.0 million net amount due from Pfizer for reimbursement of Allowable Expenses. 100% of all expenses related to Pfizer under the Pfizer Collaboration and License Agreement are initially expensed and then the full pool of expenses incurred by both the Company and Pfizer are reduced through application of the cost sharing allowance. The amount due to Pfizer as of March 31, 2022 was approximately $32.6 million and consisted of $14.1 million payable to Pfizer for Pfizer’s 50% share of net profits on sales of ORGOVYX and MYFEMBREE in the U.S. and approximately $18.5 million for 50% of Pfizer’s reimbursement of Allowable Expenses.

(B) Accord License Agreement

On May 5, 2022, one of the Company’s subsidiaries, MSG, entered into an exclusive license agreement (the “Accord License Agreement”) with Accord and Intas Pharmaceuticals, Ltd., parent entity of Accord, for Accord to commercialize relugolix for the treatment of advanced hormone-sensitive prostate cancer under the trade name ORGOVYX® (relugolix 120 mg) in the European Economic Area, U.K., Switzerland, and Turkey (“Accord’s Territories”), with the right of first negotiation if the Company decides to enter into licensing arrangements in countries in the Middle East, Africa, and India. Under the terms of the Accord License Agreement, the Company received an upfront payment of $50.0 million in the three months ended June 30, 2022. As of December 31, 2022, the Company is also eligible to receive up to $85.5 million in commercial launch, sales-based, and other milestone payments, as well as tiered royalties from the high-teens to mid-twenties on net sales of ORGOVYX in Accord’s Territories.

Under the terms of the Accord License Agreement, the Company retains all rights to relugolix in the U.S. with its collaboration partner, Pfizer, as well as rights to relugolix in other therapeutic areas outside of prostate cancer, uterine fibroids, and endometriosis in Europe. The Company will continue to lead the global development of relugolix and may provide initial product supply to Accord, subject to the parties entering into a separate supply agreement. Accord will be responsible for certain local clinical development and all commercialization for its territories and has the option to manufacture relugolix in the future. In the event that Accord elects to exercise this option, the Company has agreed to assist Accord in transferring manufacturing technology from the Company’s CMOs to Accord to enable Accord to manufacture its own product supply.

The term of the Accord License Agreement shall expire on a country-by-country basis upon expiry of the Royalty Term (as defined in the Accord License Agreement). The Accord License Agreement may be terminated in its entirety or on a country-by-country basis by either party for the uncured material breach or bankruptcy of the other party, and for certain other reasons in accordance with the terms of the Accord License Agreement.

The Company concluded that Accord represents a customer and evaluated the Accord License Agreement under ASC 606. Based on that evaluation, the Company identified a single performance obligation under the Accord License Agreement, consisting of the Company’s promise to grant Accord a license to certain of the Company’s intellectual property. The Company determined that the initial transaction price consisted solely of the non-refundable upfront payment of $50.0 million, which was recognized as Accord license and milestone revenue upon delivery of the license to Accord during the nine months ended December 31, 2022. Accord license and milestone revenue for the three and nine months ended December 31, 2022 also consists of the Company’s recognition of a $5.0 million milestone payment from Accord that was triggered upon Accord’s first commercial sale of ORGOVYX in Europe in October 2022. There was no Accord license and milestone revenue for the three and nine months ended December 31, 2021.

The remaining forms of consideration are variable because they are dependent on the achievement of sales-based or other milestones. The Company evaluated the constraint on variable consideration and concluded that the milestone payments are dependent on regulatory approvals and actions of third parties, and thus are highly susceptible to factors outside the Company’s influence. Therefore, at contract inception, the milestones are not included in the transaction price as it is not probable that a significant reversal of revenue would not occur. Furthermore, the sales-based milestones will be recognized as revenue immediately in the period when the related sales threshold is met. All other milestones will be recognized as revenue immediately in the period the underlying milestone is achieved. Any consideration related to sales-based royalties will be recognized when the related sales occur.

On March 30, 2020, one of the Company’s subsidiaries, MSG, entered into an exclusive license agreement with Richter for Richter to commercialize relugolix combination tablet for uterine fibroids and endometriosis in Europe, the Commonwealth of Independent States including Russia, Latin America, Australia, and New Zealand (the “Richter Development and Commercialization Agreement”). Under the terms of the Richter Development and Commercialization Agreement, the Company received an upfront payment of $40.0 million on March 31, 2020, is eligible to receive up to $40.0 million in regulatory milestone payments (of which $29.3 million has been received), $107.5 million in sales-related milestones, and tiered royalties on net sales following regulatory approval.

The Company determined that the transaction price under the Richter Development and Commercialization Agreement totaled $50.0 million, consisting of the upfront payment of $40.0 million received on March 31, 2020 and a $10.0 million regulatory milestone payment received in April 2020. No other regulatory milestones, sales-related milestones, or royalties on net sales following regulatory approval were included in the transaction price given the substantial uncertainty related to their achievement. The Company concluded that Richter represented a customer and applied relevant guidance from ASC 606, Revenue from Contracts with Customers. The Company identified one material combined performance obligation to grant a license to Richter to certain of its intellectual property and to deliver certain clinical and regulatory data packages for relugolix combination tablet, the drug used for both potential indications of uterine fibroids and endometriosis. The Company determined that its grant of a license to Richter to certain of its intellectual property was not distinct from the delivery of certain clinical and regulatory data packages pertaining to relugolix combination tablet. In evaluating the appropriate measure for the Company’s performance under the combined performance obligation, the Company determined that revenues should be recognized as data packages are delivered to Richter based on the relative value of the data packages delivered to date compared to the totality of the data packages it is obligated to deliver under the Richter Development and Commercialization Agreement. The Company evaluated the measure of progress each reporting period and, if necessary, adjusted the measure of performance and related revenue recognition. Based upon the Company’s assessment of its progress toward delivering relugolix combination tablet clinical and regulatory data packages to Richter, the Company recognized the remaining $16.7 million of the transaction price as Richter license and milestone revenue upon the completion of the Company’s delivery of the remaining substantive relugolix combination tablet data packages to Richter during the nine months ended December 31, 2021.

Richter license and milestone revenue for the three and nine months ended December 31, 2022 consists of the Company’s recognition of a $4.0 million regulatory milestone payment from Richter that was triggered upon the EMA acceptance of Richter’s Type II variation submission for RYEQO for the treatment of moderate to severe pain associated with endometriosis in adult women of reproductive age with a history of previous medical or surgical treatment for their endometriosis. Richter license and milestone revenue for the nine months ended December 31, 2022 also includes the Company’s recognition of a $0.3 million regulatory milestone payment that was triggered upon the approval of RYEQO for the uterine fibroids indication in Australia. On July 16, 2021, the EC approved RYEQO as the first and only long-term, once-daily oral treatment in Europe for moderate to severe symptoms of uterine fibroids in adult women of reproductive age. This approval triggered a $15.0 million regulatory milestone payment from Richter, which the Company recorded as Richter license and milestone revenue during the nine months ended December 31, 2021.

Under the terms of the Richter Development and Commercialization Agreement, the Company continues to lead global development of relugolix combination tablet. The Company also agreed to assist Richter in transferring manufacturing technology from the Company’s CMOs to Richter to enable Richter to manufacture relugolix combination tablet. The Company agreed to supply Richter with quantities of relugolix combination tablet for its territories pursuant to the Company’s agreements with its CMOs. Richter is responsible for local clinical development, manufacturing, and all commercialization activities for its territories. The Company has also granted Richter an option to collaborate with the Company on relugolix combination tablet for future indications in women’s health other than fertility.

The term of the Richter Development and Commercialization Agreement shall expire on a country-by-country basis upon expiry of the Royalty Term (as defined in the Richter Development and Commercialization Agreement) for the respective product in a country in Richter’s Territory. The Richter Development and Commercialization Agreement may be terminated in its entirety or on a country-by-country basis by mutual consent of the parties, or by either party for the uncured material breach of the other party, for bankruptcy of the other party, and for certain other reasons in accordance with the terms of the Richter Development and Commercialization Agreement.

(D) Contract Balances

The following table presents changes in the Company’s contract liabilities during the nine months ended December 31, 2022 (in thousands):


	Balance at March 31, 2022		Additions		Imputed Interest		Deductions		Balance at December 31, 2022
Contract liabilities:
Deferred revenue (1)	$	476,270	$	100,000	$	—	$	(109,025)	$	467,245
Cost share advance from Pfizer (2)	$	33,818	$	—	$	568	$	(34,386)	$	—

(1) Includes $117.2 million and $350.0 million presented as current and non-current, respectively, on the unaudited condensed consolidated balance sheet as of December 31, 2022. Includes $100.6 million and $375.7 million presented as current and non-current, respectively, on the unaudited condensed consolidated balance sheet as of March 31, 2022.

(2) Includes $33.8 million presented as current on the unaudited condensed consolidated balance sheet as of March 31, 2022.

During the nine months ended December 31, 2022, deferred revenue decreased by $9.0 million. The net decrease was a result of the recognition of $109.0 million of Pfizer collaboration revenue, partially offset by a $100.0 million regulatory milestone payment from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of moderate to severe pain associated with endometriosis on August 5, 2022.

During the nine months ended December 31, 2022, the cost share advance from Pfizer decreased by $33.8 million. The decrease was the net result of the application of 100% of shared Allowable Expenses incurred by the Company and 50% of reimbursement of Allowable Expenses incurred by Pfizer of approximately $34.4 million, partially offset by accretion of the implied financing component of $0.6 million. No amounts remained outstanding under the cost share advance from Pfizer as of December 31, 2022. See Note 8(A) for additional information about the cost share advance from Pfizer.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies (A) Legal Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. For cases in which the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the loss contingency, including an estimable range, if possible. The Company believes the outcome of currently pending claims or lawsuits will not likely have a material effect on its consolidated operations or financial position. Litigation Related to the Merger On December 11, 2022, a purported shareholder of Myovant filed a lawsuit against Myovant and each member of Myovant’s board of directors in the United States District Court for the Southern District of New York, captioned Martin Schiffenbauer v. Myovant Sciences Ltd., et al., Case No. 22-cv-10467. This complaint alleges that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 thereunder by omitting or misrepresenting certain allegedly material information in the proxy statement. This complaint seeks, among other things, (i) injunctive relief preventing the shareholder vote or consummation of the proposed transaction, (ii) rescissory damages or rescission of the Merger Agreement in the event the proposed transaction is consummated, (iii) damages suffered as a result of the alleged omissions or misrepresentations of certain allegedly material information and (iv) plaintiff’s attorneys’ fees and expenses. The defendants intend to vigorously defend against these claims and believe the claims asserted in this complaint are without merit. On December 21, 2022, a purported shareholder of Myovant filed a lawsuit against Myovant and each member of Myovant’s board of directors in the United States District Court for the Southern District of New York, captioned Adrienne Halberstam v. Myovant Sciences Ltd., et al., Case No. 22-cv-10788. This complaint alleges that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 thereunder by omitting or misrepresenting certain allegedly material information in the proxy statement. This complaint seeks, among other things, (i) injunctive relief preventing the shareholder vote or consummation of the proposed transaction, (ii) rescissory damages or rescission of the Merger Agreement in the event the proposed transaction is consummated and (iii) plaintiff’s attorneys’ and experts’ fees. The defendants intend to vigorously defend against these claims and believe the claims asserted in this complaint are without merit. On or about January 25, 2023, a purported shareholder of Myovant filed a lawsuit against Myovant, each member of Myovant’s board of directors, Myovant Sciences, Inc., Sumitovant Biopharma Ltd. and Sumitovant Biopharma, Inc. in the Superior Court of the State of California in and for the County of San Francisco, captioned Dean Drulias v. Myovant Sciences Ltd., et al. This complaint alleges that, among other things, Myovant and each member of Myovant’s board of directors violated California Corporations Code § 25401 and also makes claims against all defendants for intentional misrepresentation, fraud and concealment and for negligent misrepresentation and concealment under California common law, in each case, by omitting or misrepresenting certain allegedly material information in the proxy statement. This complaint seeks, among other things, (i) injunctive relief preventing the shareholder vote, consummation of the proposed transaction and requiring disclosure of additional information in the proxy statement and (ii) interest, plaintiff’s attorneys’ and experts’ fees and other costs in an amount to be determined. The defendants intend to vigorously defend against these claims and believe the claims asserted in this complaint are without merit. Other potential plaintiffs may also file additional lawsuits challenging the Merger. The outcome of the Schiffenbauer, Halberstam and Drulias actions and any additional future litigation is uncertain. Such litigation, if not resolved, could prevent or delay completion of the Merger and result in substantial costs to Myovant, including any costs associated with the indemnification of directors and officers. One of the conditions to the completion of the Merger is the absence of any law or order from a governmental entity (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect Myovant’s business, financial condition, results of operations and cash flows. (B) Contract Service Providers In the normal course of business, the Company enters into agreements with contract service providers to assist in the performance of its R&D and clinical and commercial manufacturing activities. Subject to required notice periods and the Company’s obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, clinical and commercial manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. (C) Indemnification Agreements The Company has agreed to indemnify its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification liability is unlimited; however, the Company holds directors’ and officers’ liability insurance which limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. In the normal course of business, the Company also enters into contracts and agreements with service providers and other parties with which it conducts business that contain indemnification provisions pursuant to which the Company has agreed to indemnify the party against certain types of third-party claims. The Company has agreed to indemnify Sumitomo Pharma against certain losses, claims, liabilities and related expenses incurred by Sumitomo Pharma, subject to the terms of the Sumitomo Pharma Loan Agreement and the Investor Rights Agreement. The Company has also agreed to indemnify Sunovion against certain losses, claims, liabilities and related expenses incurred by Sunovion, subject to the terms of the Market Access Services Agreement, as amended. The Company has not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related accruals have been established. (D) Takeda Agreements On April 29, 2016, Takeda Pharmaceuticals International AG (“Takeda”), a subsidiary of Takeda Pharmaceutical Company Limited, the originator of relugolix, granted the Company a worldwide license to develop and commercialize relugolix (excluding Japan and certain other Asian countries) and an exclusive right to develop and commercialize MVT-602 in all countries worldwide. Pursuant to the license agreement (the “Takeda License Agreement”), Takeda granted to the Company an exclusive, royalty-bearing license under certain patents and other intellectual property controlled by Takeda to develop and commercialize relugolix and MVT-602, and products containing these compounds for all human diseases and conditions. Under the Takeda License Agreement, the Company will pay Takeda a fixed, high single-digit royalty on net sales of certain relugolix products, a low single-digit royalty on net sales of certain other relugolix products, and a high single-digit royalty on net sales of MVT-602 products in the Company’s territory, all subject to certain agreed reductions. The Company recorded royalty expense to Takeda of $4.4 million and $11.3 million for the three and nine months ended December 31, 2022, respectively, and $2.0 million and $4.5 million for the three and nine months ended December 31, 2021, respectively, and is included in cost of product revenue on the unaudited condensed consolidated statements of operations and comprehensive loss. As of December 31, 2022 and March 31, 2022, the Company recorded royalties payable to Takeda of $4.4 million and $2.5 million, respectively, which are included in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. Takeda will pay the Company a high single-digit royalty on net sales of relugolix products for prostate cancer in the Takeda Territory, subject to certain agreed reductions. Royalties are required to be paid, on a product-by-product and country-by-country basis, until the latest to occur of the expiration of the last to expire valid claim of a licensed patent covering such product in such country, the expiration of regulatory exclusivity for such product in such country, or 10 years after the first commercial sale of such product in such country. Under the Takeda License Agreement, there was no upfront payment and there are no payments upon the achievement of clinical development or marketing approval milestones. If the Takeda License Agreement is terminated in its entirety or with respect to relugolix for prostate cancer, other than for safety reasons or by the Company for Takeda’s uncured material breach, prior to receipt of the first regulatory approval of relugolix for prostate cancer in Japan, then the Company must either reimburse Takeda for its out of pocket costs and expenses directly incurred in connection with Takeda’s completion of the relugolix development for prostate cancer, up to an agreed upon cap, or complete by itself the conduct of any clinical studies of relugolix for prostate cancer that are ongoing as of the effective date of such termination, at its cost and expense. In May 2018, the Company entered into a Commercial Manufacturing and Supply Agreement with Takeda (the “Takeda Commercial Supply Agreement”) pursuant to which Takeda agreed to supply the Company and the Company agreed to obtain from Takeda certain quantities of relugolix drug substance according to agreed-upon quality specifications. The initial term of the Takeda Commercial Supply Agreement began on May 30, 2018 and will continue for five years. At the end of the initial term, the Takeda Commercial Supply Agreement will automatically renew for successive one-year terms, unless either party gives notice of termination to the other at least 12 months prior to the end of the then-current term. The Takeda Commercial Supply Agreement may be terminated by either party upon 90 days’ notice of an uncured material breach of its terms by the other party, or immediately upon notice to the other party of a party’s bankruptcy. Each party will also have the right to terminate the Takeda Commercial Supply Agreement, in whole or in part, for any reason upon 180 days’ prior written notice to the other party, provided that any then-open purchase orders will remain in effect and be binding on both parties. The Takeda Commercial Supply Agreement, including any then-open purchase orders thereunder, will terminate immediately upon the termination of the Takeda License Agreement in accordance with its terms.

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its first three fiscal quarters end on June 30, September 30 and December 31. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”) reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s condensed consolidated balance sheets as of December 31, 2022 and March 31, 2022, and its condensed consolidated statements of operations and comprehensive loss, and shareholders’ deficit for the three and nine months ended December 31, 2022 and 2021, and its condensed consolidated statements of cash flows for the nine months ended December 31, 2022 and 2021. The March 31, 2022 condensed consolidated balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The results for interim periods are not necessarily indicative of results for the entire fiscal year or any other interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s previously filed audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2022. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”), issued by the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Dollar amounts reported in millions within this Quarterly Report are computed based on the amounts in thousands, and therefore, the sum of components may not equal the total amount reported in millions due to rounding.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ materially from those estimates. On an ongoing basis, the Company’s management evaluates its estimates, including those related to valuation of inventories, impairment testing for long-lived-assets, variables used in calculating the fair value of the Company’s equity awards, expected achievement of performance-based vesting criteria for equity awards, variable consideration and other relevant inputs impacting the gross and net revenue recognition, contingent liabilities, recoverability of deferred tax assets, determination of lease term, research and development (“R&D”) expenses and accruals, and effective income tax rates. Management bases estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, that are not readily apparent from other sources. Estimates and assumptions are periodically reviewed considering changes in circumstances, facts, or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.
Liquidity and Capital Resources	Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $274.4 million in cash, cash equivalents, and marketable securities. The Company believes that its existing cash, cash equivalents, marketable securities and expected cash flows to be generated from product sales will be sufficient to fund its anticipated operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of this Quarterly Report. In future periods, if the Company’s cash, cash equivalents, marketable securities, and amounts that it expects to generate from product sales and/or third-party collaboration payments are not sufficient to enable the Company to fund its operations, the Company may need to raise additional funds in the form of equity, debt, or from other sources. There can be no assurances that such funding sources will be available at terms acceptable to the Company, or at all. If the Company has insufficient funding to meet its working capital needs, it could be required to delay, limit, reduce, or terminate its drug development programs, commercialization efforts, and/or limit or cease operations. As of December 31, 2022, the Company’s subsidiary, Myovant Sciences GmbH (“MSG”), had approximately $41.3 million of borrowing capacity available to it under the Sumitomo Pharma Loan Agreement (see Note 5(C)). As of December 31, 2022, the Company is also eligible to earn up to $3.5 billion, $85.5 million, and $118.2 million of additional milestone payments from Pfizer Inc. (“Pfizer”), Accord Healthcare, Ltd. (“Accord”), and Gedeon Richter Plc. (“Richter”), respectively, as well as potential royalty payments from Accord and Richter. See Note 8 for additional information about the Pfizer Collaboration and License Agreement, the Accord License Agreement, and the Richter Development and Commercialization Agreement.
Net Loss per Common Share	Net Loss per Common Share Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares and potentially dilutive shares of common stock outstanding during the period. Potential dilutive securities outstanding include stock options, restricted stock units, performance stock units, and warrants. During all periods presented, the Company incurred net losses. Accordingly, the effect of any common share equivalents would have been anti-dilutive during those periods and are not included in the calculation of diluted weighted-average number of common shares outstanding. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per common share for the periods indicated because their inclusion would have been anti-dilutive:
Recently Adopted and Issued Accounting Standards	Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These amendments apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective prospectively for all entities as of March 12, 2020 through December 31, 2022, and subject to a proposed extension to December 31, 2024. The outstanding debt with Sumitomo Pharma under the Sumitomo Pharma Loan Agreement bears a variable interest rate that is indexed off of 3-month LIBOR, for which publication is expected to be discontinued on June 30, 2023. In the event that 3-month LIBOR becomes unavailable, the Company’s subsidiary, MSG, and Sumitomo Pharma will negotiate in good faith to select an alternative interest rate in accordance with the Sumitomo Pharma Loan Agreement. The Company has not yet adopted this guidance and is currently evaluating the potential impact the adoption of this standard will have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption was permitted, including adoption in any interim period. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amended the effective date of the original pronouncement for smaller reporting companies. ASC 2016-13 and its amendments will be effective for annual and interim periods beginning after December 15, 2022 for smaller reporting companies. The Company is currently assessing the impact the adoption of this new standard will have on its consolidated financial statements and related disclosures.

Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share


	December 31,
	2022	2021
Stock options	5,148,789	7,512,729
Restricted stock units and performance stock units (unvested)	7,812,535	4,543,929
Warrants	73,710	73,710
Total	13,035,034	12,130,368

Revenue Components (Tables)

9 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides information about the Company’s revenues (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Revenues:
Product revenue, net:
ORGOVYX	$	48,724	$	24,393	$	128,077	$	53,535
MYFEMBREE	10,527		2,429		20,929		4,133
Accord product supply and royalties	387		—		387		—
Richter product supply and royalties	1,784		2,446		3,327		4,217
Total product revenue, net	61,422		29,268		152,720		61,885
Pfizer collaboration revenue:
Amortization of upfront payment	20,974		20,974		62,922		62,922
Amortization of regulatory milestones	8,333		4,198		46,103		16,931
Total Pfizer collaboration revenue	29,307		25,172		109,025		79,853
Accord license and milestone revenue	5,000		—		55,000		—
Richter license and milestone revenue	4,000		—		4,300		31,667
Other revenue	500		—		500		—
Total revenues	$	100,229	$	54,440	$	321,545	$	173,405

Summary Of Categories Of Discounts And Allowances


	Reserve -government and other incentives		Chargebacks and administrative fees		Returns		Sales Discounts		Total
Balance as of March 31, 2022	$	13,734	$	2,628	$	3,028	$	486	$	19,876
Provision related to sales in the current year	86,741		22,550		3,062		4,331		116,684
Adjustments related to prior year sales	891		(762)		—		—		129
Credits and payments made during the current year	(75,014)		(19,988)		(12)		(4,148)		(99,162)
Balance as of December 31, 2022	$	26,352	$	4,428	$	6,078	$	669	$	37,527

The total reserves described above are summarized as components of the Company’s unaudited condensed consolidated balance sheets as follows (in thousands):


	December 31, 2022		March 31, 2022
Reduction of accounts receivable, net	$	669	$	486
Component of accrued expenses and other current liabilities	36,858		19,390
Total revenue-related reserves	$	37,527	$	19,876

Certain Balance Sheet Components (Tables)

9 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Cash and Cash Equivalents


	December 31,
	2022		2021
Cash and cash equivalents	$	250,590	$	457,742
Restricted cash (included in other assets)	6,168		10,100
Total cash, cash equivalents and restricted cash	$	256,758	$	467,842

Schedule of Inventory

Inventories consisted of the following (in thousands):


	December 31, 2022		March 31, 2022
Raw materials	$	15,597	$	663
Work in process	6,410		3,737
Finished goods	8,077		3,184

Total inventories	$	30,084	$	7,584

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):



	December 31, 2022		March 31, 2022
Accrued sales discounts, rebates, and allowances	$	36,858	$	19,390
Accrued compensation-related expenses	23,516		26,389
Accrued R&D expenses	10,244		6,955
Accrued commercial expenses	5,287		7,196
Accrued royalties payable to Takeda	4,400		2,470
Accrued other expenses	3,288		3,309
Accrued professional fees	3,265		1,340
Accrued income tax payable	475		720
Deferred product revenue	—		825
Total accrued expenses and other current liabilities	$	87,333	$	68,594

Fair Value Measurements (Tables)

9 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):


	Fair Value Measurement Using:
	Level 1		Level 2		Level 3		Total
As of December 31, 2022
Assets:
Money market funds (1)	$	154	$	—	$	—	$	154
Commercial paper (2)	—		155,635		—		155,635
U.S. treasury securities (3)	1,944		—		—		1,944
Total assets	$	2,098	$	155,635	$	—	$	157,733


	Fair Value Measurement Using:
	Level 1		Level 2		Level 3		Total
As of March 31, 2022
Assets:
Money market funds (1)	$	69	$	—	$	—	$	69
Commercial paper (2)	—		219,772		—		219,772
Total assets	$	69	$	219,772	$	—	$	219,841

(1) Included in cash and cash equivalents.

(3) Included in marketable securities.

Share-Based Compensation (Tables)

9 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

Activity for stock options for the nine months ended December 31, 2022 is included in the following table:


			Number of Options








Options outstanding at March 31, 2022			6,130,680
Granted			204,808
Exercised			(826,331)
Forfeited			(360,368)
Options outstanding at December 31, 2022			5,148,789
Options vested and expected to vest at December 31, 2022			5,148,789
Options exercisable at December 31, 2022			3,830,313

Summary of Restricted Share Awards and Restricted Stock Units Activity

Activity for restricted stock units and performance stock units for the nine months ended December 31, 2022 is included in the following table:


			Number of Shares








Unvested balance at March 31, 2022			4,532,619
Granted			5,763,246
Vested			(1,343,481)
Forfeited			(1,139,849)
Unvested balance at December 31, 2022			7,812,535

Schedule of Share-based Compensation

Share-based compensation during the three and nine months ended December 31, 2022 and 2021 was as follows (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Share-based compensation recognized as:
SG&A expense	$	7,174	$	4,173	$	20,890	$	18,131
R&D expense	3,682		2,842		11,180		11,683
Cost of product revenue (1)	120		32		329		50
Total	$	10,976	$	7,047	$	32,399	$	29,864


Share-based compensation capitalized into inventory			$	347					$	184					$	1,035					$	510

(1) Share-based compensation capitalized into inventory is recognized as cost of product revenue when the related product is sold.

Collaboration and License Agreements (Tables)

9 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Collaboration and License Agreements

The following table presents changes in the Company’s contract liabilities during the nine months ended December 31, 2022 (in thousands):


	Balance at March 31, 2022		Additions		Imputed Interest		Deductions		Balance at December 31, 2022
Contract liabilities:
Deferred revenue (1)	$	476,270	$	100,000	$	—	$	(109,025)	$	467,245
Cost share advance from Pfizer (2)	$	33,818	$	—	$	568	$	(34,386)	$	—

(2) Includes $33.8 million presented as current on the unaudited condensed consolidated balance sheet as of March 31, 2022.

Organization and Summary of Significant Accounting Policies - Narrative (Details)	9 Months Ended
	Dec. 31, 2022 USD ($) segment shares	Oct. 23, 2022 $ / shares	Dec. 26, 2020 USD ($)	Mar. 30, 2020 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of operating segments \| segment	1
Number of reporting segments \| segment	1
Cash, cash equivalents and marketable securities	$ 274,400,000
Myovant Sciences Ltd. \| Sumitomo Pharma, Co., Ltd.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price (in USD per share) \| $ / shares		$ 27.00
Sumitomo Pharma, Co., Ltd. \| Majority Shareholder
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares owned (in shares) \| shares	50,041,181
Ownership percentage	51.60%
Sumitomo Pharma, Co., Ltd. \| Majority Shareholder \| Myovant Sciences GmbH \| Letter Agreement with Sumitomo Dainippon Pharma, Co., Ltd. \| Term Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Available borrowing capacity	$ 41,300,000
Pfizer
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum payment from sales-related milestones achieved			$ 3,500,000,000
Richter
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum payment from sales-related milestones achieved				$ 107,500,000
Outstanding payment from milestones achieved	118,200,000
Accord Healthcare, Ltd \| Accord license and milestone revenue
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional milestone payments eligible to receive	$ 85,500,000

Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares	9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	13,035,034	12,130,368
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,148,789	7,512,729
Restricted stock units and performance stock units (unvested)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	7,812,535	4,543,929
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	73,710	73,710

Revenue Components - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Pfizer collaboration revenue		$ 29,307	$ 25,172	$ 109,025	$ 79,853
Total revenues		100,229	54,440	321,545	173,405
ORGOVYX
Disaggregation of Revenue [Line Items]
Revenues		48,724	24,393	128,077	53,535
MYFEMBREE
Disaggregation of Revenue [Line Items]
Revenues		10,527	2,429	20,929	4,133
Accord product supply and royalties
Disaggregation of Revenue [Line Items]
Revenues		387	0	387	0
Richter product supply and royalties
Disaggregation of Revenue [Line Items]
Revenues		1,784	2,446	3,327	4,217
Product revenue, net
Disaggregation of Revenue [Line Items]
Revenues		61,422	29,268	152,720	61,885
Total revenues		61,422	29,268	152,720	61,885
Pfizer collaboration revenue
Disaggregation of Revenue [Line Items]
Total revenues		29,307	25,172	109,025	79,853
Amortization of upfront payment
Disaggregation of Revenue [Line Items]
Pfizer collaboration revenue		20,974	20,974	62,922	62,922
Amortization of regulatory milestones
Disaggregation of Revenue [Line Items]
Pfizer collaboration revenue		8,333	4,198	46,103	16,931
Accord license and milestone revenue
Disaggregation of Revenue [Line Items]
Revenues	$ 50,000	5,000	0	55,000	0
Total revenues		5,000	0	55,000	0
Richter license and milestone revenue
Disaggregation of Revenue [Line Items]
Revenues		4,000	0	4,300	31,667
Total revenues		4,000	0	4,300	31,667
Other revenue
Disaggregation of Revenue [Line Items]
Revenues		500	0	500	0
Total revenues		$ 500	$ 0	$ 500	$ 0

Revenue Components - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended			9 Months Ended
Revenue Components - Narrative (Details) - USD ($)	Mar. 30, 2020	May 31, 2022	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2021	Dec. 26, 2020
Accord Healthcare, Ltd
Disaggregation of Revenue [Line Items]
Revenues				$ 50,000,000
Maximum payment from regulatory milestones achieved			$ 5,000,000			$ 5,000,000
Richter
Disaggregation of Revenue [Line Items]
Maximum payment from regulatory milestones achieved	$ 40,000,000
Regulatory milestone payments received	$ 29,300,000						$ 15,000,000
Pfizer
Disaggregation of Revenue [Line Items]
Maximum payment from regulatory milestones achieved								$ 100,000,000	$ 100,000,000
Accord product supply and royalties
Disaggregation of Revenue [Line Items]
Revenues			387,000		$ 0	387,000	0
ORGOVYX
Disaggregation of Revenue [Line Items]
Revenues			48,724,000		24,393,000	128,077,000	53,535,000
ORGOVYX \| Accord Healthcare, Ltd
Disaggregation of Revenue [Line Items]
Revenues			100,000			100,000
Richter product supply and royalties
Disaggregation of Revenue [Line Items]
Revenues			1,784,000		2,446,000	3,327,000	4,217,000
Richter Product Supply
Disaggregation of Revenue [Line Items]
Revenues			1,400,000		2,300,000	2,600,000	4,100,000
RYEQO Royalties
Disaggregation of Revenue [Line Items]
Revenues			400,000		100,000	700,000	200,000
Accord license and milestone revenue
Disaggregation of Revenue [Line Items]
Revenues		$ 50,000,000	5,000,000		0	55,000,000	0
Revenue Recognized Upon Completion of Delivery \| Richter
Disaggregation of Revenue [Line Items]
Revenues						300,000	16,700,000
Richter license and milestone revenue
Disaggregation of Revenue [Line Items]
Revenues			$ 4,000,000		$ 0	$ 4,300,000	$ 31,667,000

Revenue Components - Schedule of Discounts and Allowances (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2022 USD ($)
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning balance	$ 19,876
Provision related to sales in the current year	116,684
Adjustments related to prior year sales	129
Credits and payments made during the current year	(99,162)
Ending balance	37,527
Reserve -government and other incentives
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning balance	13,734
Provision related to sales in the current year	86,741
Adjustments related to prior year sales	891
Credits and payments made during the current year	(75,014)
Ending balance	26,352
Chargebacks and administrative fees
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning balance	2,628
Provision related to sales in the current year	22,550
Adjustments related to prior year sales	(762)
Credits and payments made during the current year	(19,988)
Ending balance	4,428
Returns
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning balance	3,028
Provision related to sales in the current year	3,062
Adjustments related to prior year sales	0
Credits and payments made during the current year	(12)
Ending balance	6,078
Sales Discounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning balance	486
Provision related to sales in the current year	4,331
Adjustments related to prior year sales	0
Credits and payments made during the current year	(4,148)
Ending balance	$ 669

Revenue Components - Schedule of Reserves as Balance Sheet Components (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Total revenue-related reserves	$ 37,527	$ 19,876
Reduction of accounts receivable, net
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Total revenue-related reserves	669	486
Component of accrued expenses and other current liabilities
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Total revenue-related reserves	$ 36,858	$ 19,390

Certain Balance Sheet Components - Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Other Liabilities Disclosure [Abstract]
Cash and cash equivalents	$ 250,590	$ 406,704	$ 457,742
Restricted cash (included in other assets)	6,168		10,100
Total cash, cash equivalents and restricted cash	$ 256,758	$ 416,804	$ 467,842	$ 677,480

Certain Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Restricted cash (included in other assets)	$ 6,168	$ 10,100
Sunovion Pharmaceuticals, Inc.
Cash and Cash Equivalents [Line Items]
Restricted cash (included in other assets)	$ 2,400	$ 7,100

Certain Balance Sheet Components - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Raw materials	$ 15,597	$ 663
Work in process	6,410	3,737
Finished goods	8,077	3,184
Total inventories	$ 30,084	$ 7,584

Certain Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued sales discounts, rebates, and allowances	$ 36,858	$ 19,390
Accrued compensation-related expenses	23,516	26,389
Accrued R&D expenses	10,244	6,955
Accrued commercial expenses	5,287	7,196
Accrued royalties payable to Takeda	4,400	2,470
Accrued other expenses	3,288	3,309
Accrued professional fees	3,265	1,340
Accrued income tax payable	475	720
Deferred product revenue	0	825
Total accrued expenses and other current liabilities	$ 87,333	$ 68,594

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	$ 157,733	$ 219,841
Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	154	69
Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	155,635	219,772
Cash and cash equivalents	133,700	192,300
Marketable securities	21,900	27,500
US treasury securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	1,944
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	2,098	69
Level 1 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	154	69
Level 1 \| Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0	0
Level 1 \| US treasury securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	1,944
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	155,635	219,772
Level 2 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0	0
Level 2 \| Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	155,635	219,772
Level 2 \| US treasury securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0	0
Level 3 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0	0
Level 3 \| Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	0	$ 0
Level 3 \| US treasury securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets	$ 0

Fair Value Measurements - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized gains (losses)	$ 0	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities measured at fair value	0	0
Total assets	157,733,000	219,841,000
Fair Value, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 0	$ 0

Related Party Transactions (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Aug. 01, 2020

Dec. 27, 2019

USD ($)

day

director

Aug. 31, 2020

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Oct. 23, 2022

USD ($)

$ / shares

Mar. 31, 2022

$ / shares

Common shares par value (in USD per share) | $ / shares

$ 0.000017727

^[1]

$ 6,118,000

$ 3,479,000

$ 15,131,000

$ 10,478,000

Sumitomo Pharma, Co., Ltd. | Myovant Sciences Ltd.

$ 1,362,000

1,337,000

$ 3,766,000

3,784,000

Potential termination fee

$ 55,250,000

Sumitomo Pharma, Co., Ltd. | Majority Shareholder

Number of shares owned (in shares) | shares

50,041,181

Ownership percentage

51.60%

Ownership threshold for appointment of directors

50.00%

Number of independent directors required for audit committee | director

Ownership threshold for voting rights

60.00%

Ownership threshold for right of ownership percentage maintenance

50.00%

Sumitomo Pharma, Co., Ltd. | Majority Shareholder | Sunovion Pharmaceuticals Inc. Market Access Services Agreement

Agreement term

3 years

Agreement extension term

1 year

Termination notice period

9 months

Sumitovant Biopharma, Inc. | Services Information Sharing Agreement

MSG | Majority Shareholder | Sunovion Pharmaceuticals Inc. Market Access Services Agreement | Selling, General and Administrative Expenses

$ 100,000

Agreement term

2 years

Term Loan | Letter Agreement with Sumitomo Dainippon Pharma, Co., Ltd. | Sumitomo Pharma, Co., Ltd.

1,300,000

3,700,000

3,800,000