U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Daniel F. Duchovny

Dear Mr. Duchovny:

On behalf of Myovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the U.S. Securities and Exchange Commission (the “Staff”), dated December 21, 2022 and addressed to Matthew Goodman (the “Comment Letter”), relating to the above-referenced Preliminary Proxy Statement (the “Proxy Statement”) and Schedule 13E-3 (the “Schedule 13E-3” and, together with the Proxy Statement, the “Filings”). The Registrant has revised the Filings in response to the Staff’s comments, and, concurrently with delivery of this letter, filed with the Staff amendments to the Filings which reflect these revisions and update other information in the Filings.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Attention: Daniel F. Duchovny

January 6, 2023

Page 2

To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in the Filings of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1 to the Proxy Statement (“Amendment No. 1 to the Proxy Statement”) or Amendment No. 1 to the Schedule 13E-3 (“Amendment No. 1 to the Schedule 13E-3”), as applicable. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Filings.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include the requested disclosure in response to the Staff’s comment on pages 27, 46 and 47 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include disclosure that the Myovant Board adopted the analyses and the unanimous recommendation of the Special Committee, which had adopted Goldman Sachs’ analyses and opinion and has otherwise addressed the factors listed in instruction 2 to Item 1014 of Regulation M-A in response to the Staff’s comment on pages 35 through 41 of Amendment No. 1 to the Proxy Statement.

The section entitled “Position of the Purchaser Filing Persons as to Fairness of the Merger” beginning on page 54 of Amendment No. 1 to the Proxy Statement has also been revised to address the factors listed in instruction 2 to Item 1014 of Regulation M-A.

The Registrant also respectfully notes that the Proxy Statement already includes disclosure that the Purchaser Filing Persons had adopted the analysis and resulting conclusions of the Special Committee, which is included on pages 6 and 55 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and respectfully advises the Staff that “Minority Shareholders” is defined on page 2 of Amendment No. 1 to the Proxy Statement to mean the Registrant’s shareholders other than Sumitovant or its affiliates. In addition, the Registrant notes that an “unaffiliated security holder” is defined under Rule 13e-3 under the Exchange Act to mean any security holder of an equity security subject to a Rule 13e-3 transaction who is not an affiliate of the issuer of such security. The Registrant therefore respectfully advises the Staff that the universe of Minority Shareholders fully encompasses, and is broader than, the universe of unaffiliated security holders. By way of example, shareholders of the Registrant who are officers or directors of the Registrant and might be considered affiliates of the Registrant by virtue of such role, but who are not also affiliated with SMP or Sumitovant, are within the universe of Minority Shareholders but would not be considered unaffiliated security holders as defined under Rule 13e-3 under the Exchange Act. The Goldman Sachs fairness opinion addresses fairness to the Minority Shareholders and therefore fully encompasses all unaffiliated security holders of the Registrant. As a result, each filing person relying on the Goldman Sachs fairness opinion was able to reach the fairness determination as to unaffiliated security holders of the Registrant.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include disclosure that the Myovant Board has adopted the analyses and the unanimous recommendation of the Special Committee, which had adopted the analyses and opinion of Goldman Sachs and otherwise addressed the factors listed in instruction 2 to Item 1014 of Regulation M-A, as noted in response to comment 2 above, in response to the Staff’s comment on pages 39 through 41 of Amendment No. 1 to the Proxy Statement.

The section entitled “Position of the Purchaser Filing Persons as to Fairness of the Merger” beginning on page 54 of Amendment No. 1 to the Proxy Statement has also been revised to address the factors listed in instruction 2 to Item 1014 of Regulation M-A, as noted in response to comment 2 above.

The Registrant also respectfully notes that the Proxy Statement already includes disclosure that the Purchaser Filing Persons had adopted the analysis and resulting conclusions of the Special Committee, which is included on pages 6 and 55 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include the transaction data in response to the Staff’s comment on pages 44 and 45 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to use the term “Revised Projections” throughout Amendment No. 1 to the Proxy Statement when referring to the final financial projections relied upon by the Special Committee, the Myovant Board and Goldman Sachs. The Revised Projections were initially presented to the Special Committee at its meeting on August 3, 2022 and did not change thereafter. Disclosure has been added to this effect on page 27 and pages 62 through 67 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to refer to the initial preliminary illustrative financial projections presented to the Special Committee on June 28, 2022 as the “Initial Projections” on page 27 of Amendment No. 1 to the Proxy Statement. The Initial Projections were subsequently updated to reflect revisions made following the July 7, 2022 and July 26, 2022 meetings of the Special Committee. The revised financial projections, which were initially presented to the Special Committee at its meeting on August 3, 2022 and which superseded the Initial Projections and did not change thereafter, are referred to as the “Revised Projections” on page 27 of Amendment No. 1 to the Proxy Statement. On page 64 of Amendment No. 1 to the Proxy Statement, disclosure has been added to clarify that only the Revised Projections were relied upon by the Special Committee, the Myovant Board and Goldman Sachs. Disclosure has also been added on page 63 of Amendment No. 1 to the Proxy Statement to clarify that neither the Initial Projections nor the Revised Projections (together, defined in Amendment No. 1 to the Proxy Statement on page 62 as the “Financial Projections”), other than preliminary five-year projections that had been presented by management to the Myovant Board in March 2022 and subsequently shared with J.P. Morgan, which were subsequently incorporated into the Financial Projections, were shared with the Purchaser Filing Persons or their advisors.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include the full financial projections (with the exception of those portions of the financial projections for which the Registrant has sought confidential treatment and which the Registrant does not otherwise believe are material to an understanding of the financial projections) in response to the Staff’s comment beginning on page 65 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to include disclosure of the cash proceeds that each director and officer is expected to receive for shares beneficially owned in response to the Staff’s comment on page 71 of Amendment No. 1 to the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to remove the disclaimer in footnote 1 in response to the Staff’s comment on page 112 of Amendment No. 1 to the Proxy Statement. The Registrant also notes that the filing person does not have up to date information that is different from the information disclosed in the Proxy Statement.

The Registrant notes the Staff’s comment and has revised the Proxy Statement to remove the disclaimer in footnote 1 in response to the Staff’s comment on page 112 of Amendment No. 1 to the Proxy Statement. The Registrant also notes that the filing person does not have up to date information that is different from the information disclosed in the Proxy Statement.

The Registrant notes the Staff’s comment. We look forward to addressing any questions the Staff may have on the confidential treatment request.

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Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Filings, please do not hesitate to contact me at (212) 735-7886 or Stephen F. Arcano at (212) 735-3542.

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