Common use of Assignment of Position Clause in Contracts

Assignment of Position. (1) The Borrower shall not assign to any third party its position, rights or obligations under this Agreement without the prior written consent of all Lenders and the Agent. (2) Any Lender may assign to a third party its position under this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing and all requirements described in the Items below are fulfilled (except for assignments of loan claims otherwise covered in this Agreement; the Lender assigning its position shall be hereinafter referred to as the “Position Assignor” and the person accepting such assignment shall be referred to as the “Position Assignee”). The Borrower and the Agent may not unreasonably withhold its consent, and the Agent, upon such assignment, shall notify all Lenders of such assignment. (i) If any partial assignment of a position under this Agreement is made, both the Position Assignor and the Position Assignee shall become a Lender under this Agreement and shall be bound by each provision of this Agreement on and after the date of the assignment, and the initial Individual Loan Drawdown Amount at the time of the execution of this Agreement (the “Initial Individual Loan Drawdown Amount”) shall be reduced by an amount separately agreed between the Position Assignor and the Position Assignee (referred to in this Paragraph as the “Reduced Amount”) and thereafter the Individual Loan Drawdown Amount equal to the Reduced Amount shall apply to the Position Assignee. (ii) The Position Assignee is a legal entity resident in Japan (one with a head, branch or business office registered under the laws of Japan in Japan; the same shall apply in this Article and the succeeding Article). (iii) If such assignment is made with respect to a part of a position under this Agreement, both the values of (i) the Reduced Amount and (ii) the difference between the Initial Individual Loan Drawdown Amount and the Reduced Amount are equal to or more than one hundred million Yen (¥100,000,000). (iv) No withholding tax or other taxes arise from such assignment, and there is no increase in the amount of interest payable or any other rewards or expense by the Borrower to the Position Assignee. (3) All expenses arising from an assignment under the preceding Paragraph shall be borne by the Position Assignor or the Position Assignee. The Position Assignor shall, by the date on which the assignment occurs, pay to the Agent five hundred thousand Yen (¥500,000) with the consumption tax, in consideration of the procedures, etc., for such assignment, for each Position Assignee.

Assignment of Position. (1) The Borrower shall not assign to any third party its position, rights or obligations under this Agreement without the prior written consent of all Lenders and the Agent. (2) Any Lender may assign to a third party its position under this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing and all requirements described in the Items below are fulfilled (except for assignments of loan claims otherwise covered in this Agreement; the Lender assigning its position shall be hereinafter referred to as the “Position Assignor” and the person accepting such assignment shall be referred to as the “Position Assignee”). The Borrower and the Agent may not unreasonably withhold its consent, and the Agent, upon such assignment, shall notify all Lenders of such assignment. (i) If any partial assignment of a position under this Agreement is made, both the Position Assignor and the Position Assignee shall become a Lender under this Agreement and shall be bound by each provision of this Agreement on and after the date of the assignment, and the initial Individual Loan Drawdown Amount at the time of the execution of this Agreement (the “Initial Individual Loan Drawdown Amount”) shall be reduced by an amount separately agreed between the Position Assignor and the Position Assignee (referred to in this Paragraph as the “Reduced Amount”) and thereafter the Individual Loan Drawdown Amount equal to the Reduced Amount shall apply to the Position Assignee. (ii) The Position Assignee is a legal entity resident in Japan (one with a head, branch or business office registered under the laws of Japan in Japan; the same shall apply in this Article and the succeeding Article). (iii) If such assignment is made with respect to a part of a position under this Agreement, both the values of (i) the Reduced Amount and (ii) the difference between the Initial Individual Loan Drawdown Amount and the Reduced Amount are equal to or more than one hundred million Yen (¥100,000,000). (iv) No withholding tax or other taxes arise from such assignment, and there is no increase in the amount of interest payable or any other rewards or expense by the Borrower to the Position Assignee. (v) The Position Assignee simultaneously acquires the position under this Agreement and the position under the Security Agreement to the extent that is relevant to the rights and obligations hereof that are subject to the assignment and the Position Assignee is bound by the Security Agreement. (3) All expenses arising from an assignment under the preceding Paragraph shall be borne by the Position Assignor or the Position Assignee. The Position Assignor shall, by the date on which the assignment occurs, pay to the Agent five hundred thousand Yen (¥500,000) with the consumption tax, in consideration of the procedures, etc., for such assignment, for each Position Assignee.

Assignment of Position. (1) The Borrower shall not assign to any third party its position, rights or obligations under this Agreement without the prior written consent of all Lenders and the Agent.. Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited (2) Any Prior to the end of the Commitment Period, a Lender may assign to a any third party its position under this Agreement, or and all or any part of its rights and obligations associated therewith, if only when the Borrower and the Agent give their prior written consent in writing thereto and all requirements described in the Items each Item below are fulfilled satisfied (except for assignments provided, however, that this provision shall not apply to the assignment of loan claims otherwise covered provided in this Agreement; . Hereafter, the Lender assigning its position making the relevant assignment shall be hereinafter referred to as the “Position Assignor” and the person Lender accepting such the relevant assignment shall be referred to as the “Position Assignee”).) Upon the relevant assignment taking effect, the Agent shall provide notice thereof to all of the Lenders. The Borrower In the case where the Agent incurs any Damages in relation to the perfection relating to a consent under Item (i) below, the Position Assignor and the Agent may not unreasonably withhold its consent, and the Agent, upon such assignment, Position Assignee shall notify all Lenders of such assignmentbear them. (i) If any In the case where the Position Assignor owns loan claims, the consent of the Borrower hereunder shall be deemed to include consent to the assignment of such loan claims, and, promptly following the date of assignment, certification of the date thereof shall be obtained. (ii) With respect to a partial assignment of a position under this Agreement is madeand the rights and obligations associated therewith, both following the date of assignment the Position Assignor and the Position Assignee shall both become a Lender Lenders under this the Agreement and shall be bound by each provision of this Agreement on to the terms and after the date of the assignmentconditions thereof, and the initial Individual Loan Drawdown Commitment Amount at the time of the execution Position Assignor following the assignment (hereafter for the purposes of this Agreement (provision, the “Initial Individual Loan Drawdown Pre-Assignment Commitment Amount”) shall only be reduced by an such amount as separately agreed between the Position Assignor and Position Assignee (hereafter for the purposes of this provision, the “Reduction Amount”), and a Commitment Amount in the same amount as the Reduction Amount (provided, however, that if the Position Assignee is already an existing Lender prior to the relevant assignment, the Position Assignee’s Commitment Amount shall be the amount of its Commitment Amount prior to the assignment plus the Reduction Amount), and the principal, Default Interest and any other amount for which the Borrower bears a payment obligation relating to the assigned loan claims prior to the assignment, pro rata to the percentage derived by dividing the Reduction Amount by the Pre-Assignment Commitment Amount (referred to in hereafter for the purposes of this Paragraph as provision, the “Reduced AmountReduction Ratio”) and thereafter the Individual Loan Drawdown Amount equal to portion of loan claims derived by application of the Reduced Amount Reduction Ratio shall apply be assigned to the Position Assignee. (iiiii) The Position Assignee shall be a qualified institutional investor as set forth in Article 2, Paragraph 3, Item 1 of the Financial Instruments and Exchange Act and Article 10, Paragraph 1 of the Cabinet Office Ordinance on Definitions under Article 2 of the Financial Instruments and Exchange Act and is not a money lending business operator as set forth in the Money Lending Business Act. In the case of any acceleration with respect to the Borrower, the Position Assignee shall also be a legal entity resident in Japan (one with a head, branch or business office registered under the laws of Japan in Japan; the same shall apply in this Article and the succeeding Article). (iiiiv) If such assignment is made with With respect to a part partial assignment of a position under this AgreementAgreement and the rights and obligations associated therewith, both the values of (i) the Reduced Reduction Amount and (ii) the difference between amount equivalent to the Initial Individual Loan Drawdown Pre-Assignment Commitment Amount and minus the Reduced Reduction Amount are equal to or more will each be no less than one hundred million Yen (¥100,000,000). (ivv) No withholding tax or other taxes arise from such assignment, and there is no increase in the amount of the Borrower interest payable expense, or any other rewards or expense by the Borrower payment amount, payable to the Position Assignee. (3) All expenses arising from an assignment under the preceding Paragraph (2) shall be borne by the Position Assignor or the and/or Position Assignee. The Increased Costs provision of this Agreement shall apply with respect to any Increased Costs incurred after the assignment. The Position Assignor shall, by the date on which the assignment occurspromptly upon such assignment, pay to the Agent five hundred thousand Yen (¥500,000) for each Position Assignee and for each Individual Loan, together with the consumption taxtax thereon, in consideration of the procedures, etc., for such assignment. Subordinated Syndicated Loan Agreement dated October 26, 2018, for each Position Assignee.Takeda Pharmaceutical Company Limited 31

Assignment of Position. (1) The Borrower shall not assign to any third party its position, rights or obligations under this Agreement without the prior written consent of all Lenders and the Agent.. Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited (2) Any Prior to the end of the Commitment Period, a Lender may assign to a any third party its position under this Agreement, or and all or any part of its rights and obligations associated therewith, if only when the Borrower and the Agent give their prior written consent in writing thereto and all requirements described in the Items each Item below are fulfilled satisfied (except for assignments provided, however, that this provision shall not apply to the assignment of loan claims otherwise covered provided in this Agreement; . Hereafter, the Lender assigning its position making the relevant assignment shall be hereinafter referred to as the “Position Assignor” and the person Lender accepting such the relevant assignment shall be referred to as the “Position Assignee”).) Upon the relevant assignment taking effect, the Agent shall provide notice thereof to all of the Lenders. The Borrower In the case where the Agent incurs any Damages in relation to the perfection relating to a consent under Item (i) below, the Position Assignor and the Agent may not unreasonably withhold its consent, and the Agent, upon such assignment, Position Assignee shall notify all Lenders of such assignmentbear them. (i) If any In the case where the Position Assignor owns loan claims, the consent of the Borrower hereunder shall be deemed to include consent to the assignment of such loan claims, and, promptly following the date of assignment, certification of the date thereof shall be obtained. (ii) With respect to a partial assignment of a position under this Agreement is madeand the rights and obligations associated therewith, both following the date of assignment the Position Assignor and the Position Assignee shall both become a Lender Lenders under this the Agreement and shall be bound by each provision of this Agreement on to the terms and after the date of the assignmentconditions thereof, and the initial Individual Loan Drawdown Commitment Amount at the time of the execution Position Assignor following the assignment (hereafter for the purposes of this Agreement (provision, the “Initial Individual Loan Drawdown Pre-Assignment Commitment Amount”) shall only be reduced by an such amount as separately agreed between the Position Assignor and Position Assignee (hereafter for the purposes of this provision, the “Reduction Amount”), and a Commitment Amount in the same amount as the Reduction Amount (provided, however, that if the Position Assignee is already an existing Lender prior to the relevant assignment, the Position Assignee’s Commitment Amount shall be the amount of its Commitment Amount prior to the assignment plus the Reduction Amount), and the principal, Default Interest and any other amount for which the Borrower bears a payment obligation relating to the assigned loan claims prior to the assignment, pro rata to the percentage derived by dividing the Reduction Amount by the Pre-Assignment Commitment Amount (referred to in hereafter for the purposes of this Paragraph as provision, the “Reduced AmountReduction Ratio”) and thereafter the Individual Loan Drawdown Amount equal to portion of loan claims derived by application of the Reduced Amount Reduction Ratio shall apply be assigned to the Position Assignee. (iiiii) The Position Assignee shall be a qualified institutional investor as set forth in Article 2, Paragraph 3, Item 1 of the Financial Instruments and Exchange Act and Article 10, Paragraph 1 of the Cabinet Office Ordinance on Definitions under Article 2 of the Financial Instruments and Exchange Act and is not a money lending business operator as set forth in the Money Lending Business Act. In the case of any acceleration with respect to the Borrower, the Position Assignee shall also be a legal entity resident in Japan (one with a head, branch or business office registered under the laws of Japan in Japan; the same shall apply in this Article and the succeeding Article). (iiiiv) If such assignment is made with With respect to a part partial assignment of a position under this AgreementAgreement and the rights and obligations associated therewith, both the values of (i) the Reduced Reduction Amount and (ii) the difference between amount equivalent to the Initial Individual Loan Drawdown Pre-Assignment Commitment Amount and minus the Reduced Reduction Amount are equal to or more will each be no less than one hundred million Yen (¥100,000,000). (ivv) No withholding tax or other taxes arise from such assignment, and there is no increase in the amount of the Borrower interest payable expense, or any other rewards or expense by the Borrower payment amount, payable to the Position Assignee. (3) All expenses arising from an assignment under the preceding Paragraph (2) shall be borne by the Position Assignor or the and/or Position Assignee. The Increased Costs provision of this Agreement shall apply with respect to any Increased Costs incurred after the assignment. The Position Assignor shall, by the date on which the assignment occurspromptly upon such assignment, pay to the Agent five hundred thousand Yen (¥500,000) for each Position Assignee and for each Individual Loan, together with the consumption taxtax thereon, in consideration of the procedures, etc., for such assignment. Subordinated Syndicated Loan Agreement dated October 26, 2018, for each Position Assignee.Takeda Pharmaceutical Company Limited

Assignment of Position. (1) The Unless the Lender gives prior written consent, the Borrower shall may not assign its contractual position or rights and duties under this Agreement to any third party its position, rights or obligations under this Agreement without the prior written consent of all Lenders and the Agentparty. (2) Any If and only if the Borrower gives prior written consent and all of the following requirements are satisfied, the Lender may assign to a third party its contractual position and attendant rights and duties under this AgreementAgreement to third parties in whole or in part (provided, or all or any part of its rights and obligations associated therewithhowever, if that the Borrower and the Agent give their prior consent in writing and all requirements described in the Items below are fulfilled (except for assignments foregoing shall not apply with respect to assignment of loan claims otherwise covered as separately specified in this Agreement; hereinafter the Lender assigning its position shall be hereinafter making such an assignment is referred to as the “Position Assignor” and the person accepting such receiving the assignment shall be is referred to as the “Position Assignee”). The Borrower and the Agent may not unreasonably withhold its consent, and the Agent, upon such assignment, shall notify all Lenders of such assignment. (i) If any Position Assignor holds loan claims, then the Borrower’s consent shall be obtained with respect to assignment of those loan claims as well, and date certification shall be obtained for such consent immediately on or after the date of the assignment. (ii) If a partial assignment of a contractual position under this Agreement is made, both from the assignment date onwards, Position Assignor and the Position Assignee shall become a Lender will both be the Lenders under this Agreement and shall be bound by each provision of this Agreement on and after the date of the assignmentprovisions hereof, and the initial Individual Loan Drawdown Position Assignor’s pre-assignment Unused Commitment Amount at the time of the execution of (hereinafter in this Agreement (the paragraph “Initial Individual Loan Drawdown Pre-Assignment Unused Commitment Amount”) shall will be reduced by an the amount (hereinafter in this paragraph “Reduction Amount”) separately agreed between the by Position Assignor and the Position Assignee (referred to in this Paragraph as the “Reduced Amount”) and thereafter the Individual Loan Drawdown from that time on Unused Commitment Amount equal to the Reduced Reduction Amount shall will apply to Position Assignee; that if Position Assignor holds loan claims (hereinafter in this paragraph, such claims are referred to as “Pre-Assignment Loan Claims”), principal and interest, delay interest, and all other claims associated with the Pre-Assignment Loan Claims shall be divided in proportion to the ratio (“Reduction Ratio”) resulting from the Reduction Amount divided by the Pre-Assignment Unused Commitment Amount, and claims in proportion to the Reduction Ratio will be assigned to Position Assignee. (iiiii) The Position Assignee is a legal entity corporation that is a resident in Japan (one a corporation with a headheadquarter, branch branches or honor of business office in Japan which are registered under in accordance with the laws of Japan in Japan; ), and is permitted under Laws and Regulations to exercise rights and perform obligations as the same shall apply in Lender under this Article and the succeeding Article)Agreement. (iiiiv) If such assignment is to be made with respect to a part portion of a contractual position under this Agreement, both the values of Agreement (i) the Reduced Reduction Amount and (ii) the difference between amount of the Initial Individual Loan Drawdown Pre-Assignment Unused Commitment Amount and less the Reduced Reduction Amount are equal to both no less than 100,000,000 yen or more than one hundred million Yen (¥100,000,000)1,000,000 dollars. (ivv) No withholding tax or other Withholding taxes arise from such etc. will not be caused by the assignment, and there is no increase in nor will the amount of the Borrower’s interest payable or any payments and other rewards or expense by the Borrower payments (excluding remittance fees and other expenses associated with payments) to the Position AssigneeAssignee increase. (3) All expenses arising from an assignment under the preceding Paragraph shall be borne by the Position Assignor or the Position Assignee. The Position Assignor shall, by the date on which the assignment occurs, pay to the Agent five hundred thousand Yen (¥500,000) with the consumption tax, in consideration of the procedures, etc., for such assignment, for each Position Assignee.