Common use of Rights and Obligations of the Agent Clause in Contracts

Rights and Obligations of the Agent. (1) The Agent shall, on behalf of all Lenders, perform the duties, and exercise the rights, set forth in each provision of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”), and shall exercise such rights as, in the Agent’s opinion, are ordinarily necessary or appropriate upon performing the Agency Services. The Agent shall not be liable for any obligation other than those expressly specified by the provisions of this Agreement, nor be liable for any non-performance of obligations by any of the Lenders under this Agreement. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall not be an agent of the Borrower. The Borrower shall pay a fee separately agreed with the Agent (the “Agency Fee”) in consideration of the Agent undertaking the Agency Services under this Agreement. (2) The Agent may rely upon any communication, instrument and document that has been delivered by an appropriate person with the signature or the name and seal of such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts reasonably appointed by the Agent within the necessary extent in relation to this Agreement. (3) The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager. (4) Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any actions or omissions pursuant to, or in connection with, this Agreement, unless there is a willful misconduct or gross negligence on its or their part. The Lenders other than the Agent shall jointly and severally indemnify the Agent for any and all liabilities and Damages incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Participation Ratio of the Lender acting as the Agent (provided, however, that with respect to any Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to the principal portion of the Outstanding Individual Loan Amount for such Lender. In addition, where the Lending Obligation has been cancelled for all Lenders, prior to the repayment of all amounts due and payable under this Agreement the Participation Ratio for each Lender for such indemnity shall be equivalent to its pro rata share of the Total Loan Balance with respect to the principal portion of the Outstanding Individual Loan Amount with respect to such Lender, and if any of the Lenders cannot perform the indemnity for which it is liable, the Participation Ratio of the Lender acting as the Agent shall be figured by dividing the Participation Ratio of the Lender acting as the Agent by the aggregate of the Participation Ratios of the Lenders excluding such non-indemnifying Lender). (5) The Agent shall not guarantee the validity of this Agreement, or any matters represented in this Agreement, and the Lenders shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the creditworthiness of the Borrower and other necessary matters on the basis of the documents, information and other data as they deem appropriate. (6) In the case where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as other Lenders under this Agreement, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside the scope of this Agreement. The Agent shall not be required to disclose to other Lenders any information relating to the Borrower obtained through transactions outside the scope of this Agreement, nor shall the Agent be required to distribute to other Lenders any amount it has received from the Borrower through transactions with the Borrower outside the scope of this Agreement (any information that the Agent has received from the Borrower shall be, unless expressly identified as being made pursuant to this Agreement, deemed obtained in relation to the transactions outside the scope of this Agreement.) (7) In the case where the Agent is also acting as a Lender, in the calculation of amounts to be distributed to each Lender pursuant to the provisions of this Agreement, the amounts to be distributed to each Lender other than the Agent shall be determined by discarding any amount less than one Yen (¥1), and the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be the amounts to be distributed to the Lender who is also acting as the Agent. (8) Except for the preceding Paragraph, the handling of fractions less than one Yen (¥1) that are required under this Agreement shall be made in the manner the Agent deems appropriate. (9) In the case where the Agent receives any notice from the Borrower which is required to be given to the Lenders in accordance with this Agreement, the Agent shall immediately inform all Lenders of the details of such notice, or if the Agent receives any notice from a Lender which is required to be given to the Borrower or other Lenders in accordance with this Agreement, the Agent shall immediately inform the Borrower or all Lenders other than the Lender who gave such notice of the details of such notice. The Agent shall make available for review by the Lenders during the ordinary business hours any documents obtained from the Borrower and kept by the Agent.

Rights and Obligations of the Agent. (1) . The Agent shall, on behalf of pursuant to the entrustment by all Lenders, perform the duties, Agency Services and exercise its rights for the rights, set forth in each provision benefit of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”)Lenders, and shall exercise such the rights aswhich, in the Agent’s opinion, are ordinarily necessary or appropriate appropriate, upon performing the Agency Services. Each Lender hereby grants to the Agent the agency authority necessary for the performance of the Agency Services. The duties and functions of the Agent shall be limited to those related to management and operations. The Agent shall not be liable for any obligation obligations other than those expressly specified by in the provisions of this Agreement, nor shall it be liable for any non-performance of obligations by any of the Lenders under this Agreement. 2. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall not be never act as an agent of the BorrowerBorrower or the Guarantor. The Borrower shall pay a fee separately agreed with Further, the Agent (the “Agency Fee”) in consideration shall not be deemed as a trustee of the Agent undertaking Lenders under the Agency Services Trust Act (Act No. 108 of 2006; as amended), and shall not be deemed as an agent or a trustee under this Agreementthe Trust Act of the Borrower or the Guarantor for any purpose. (2) 3. The Agent may rely upon any communication, instrument and document that has been delivered by an between appropriate person with the signature persons and has been signed or has the name and seal of attached by such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or opinion, explanatory letter or other similar document of experts reasonably appointed by the Agent within the reasonably necessary extent in relation to this Agreement. (3) 4. The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager. (4) 5. Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any actions acts or omissions conducted by the Agent pursuant to, or in connection with, with this Agreement, unless there is a except for its or their willful misconduct or gross negligence on its or their partnegligence. The Lenders (other than Lenders who act as the Agent Agent) shall jointly and severally indemnify the Agent for any and all liabilities liabilities, damages, losses and Damages expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses and paid in order to recover any damages or losses (including legal fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the BorrowerBorrower or the Guarantor, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Participation Ratio of the Agent as a Lender acting as (such deduction is made only in the cases where the Agent (also acts as a Lender), provided, however, that with respect to any Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to the principal portion of the Outstanding Individual Loan Amount for such Lender. In addition, where the Lending Obligation has been cancelled for all Lenders, prior to the repayment of all amounts due and payable under this Agreement the Participation Ratio for each Lender for such indemnity shall be equivalent to its pro rata share of the Total Loan Balance with respect to the principal portion of the Outstanding Individual Loan Amount with respect to such Lender, and if any of the Lenders cannot perform the indemnity for which it is liable, the Agent’s Participation Ratio of the Lender acting as the Agent shall be figured by dividing the Participation Ratio of the Agent as a Lender acting as the Agent by the aggregate of the Participation Ratios Ratio of the Lenders excluding other than such non-indemnifying Lender)Lenders. (5) 6. The Agent shall not guarantee be liable for the validity validity, the legality and the enforceability of this Agreement, or nor shall guarantee any matters represented by the parties in this Agreement, and the . The Lenders shall enter intointo and execute its rights, perform its obligations and otherwise conduct transactions contemplated in, in this Agreement to which it shall be a party at their its sole discretion by conducting investigations as to the necessary matters including creditworthiness of the Borrower and other necessary matters or the Guarantor on the basis of the documents, information and other data as they deem it has deemed appropriate. Further, the Agent shall not be obliged to verify or investigate the status of performance of this Agreement, whether or not any Event of Default has occurred or in relation to other matters. (6) 7. In the case cases where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as each other Lenders under this AgreementLender, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside or the scope Guarantor other than under this Agreement and the Letter of Guarantee. In this Agreement. The case, the Agent shall not be required to disclose to other Lenders any the information relating in relation to the Borrower or the Guarantor it has obtained through the transactions outside with the scope Borrower or the Guarantor other than under this Agreement and the Letter of this AgreementGuarantee, nor shall the Agent be required to distribute to other Lenders any amount money it has received from the Borrower or the Guarantor through transactions with the Borrower outside or the scope of Guarantor other than under this Agreement and the Letter of Guarantee. (any Any information that has been disclosed to the Agent has received from by the Borrower or the Guarantor shall be, unless expressly identified as being made pursuant in relation to this Agreement, deemed obtained disclosed in relation to the transactions outside with the scope of Borrower or the Guarantor other than under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders.) (7) 8. In the case cases where the Agent is also acting as a Lender, in the calculation of the amounts to be distributed to each Lender pursuant to the provisions of this Agreement, Clause 16 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender other than the Agent shall be determined by discarding Agent, any amount less than one Yen (¥1)yen shall be rounded down, and (ii) the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be the amounts to be distributed to the Lender who is also acting appointed as the AgentAgent shall be the difference between the aggregate of the amounts to be distributed to all Lenders and the aggregate of the amounts distributed to other Lenders; provided, however, that with regard to the amount of repayment on the last Repayment Date in relation to each facility, all the amount of the remaining debts of each Lender for which the Payment Date has arrived shall be distributed. (8) 9. Except for the preceding Paragraphcases under Clause 22.8 and unless otherwise provided herein, the handling all calculations of fractions less than one Yen (¥1) yen that are required under this Agreement shall be made in the manner the Agent deems appropriate. (9) In the case where 10. If the Agent receives any notice from the Borrower or the Guarantor which is required to be given to each Lender in relation to this Agreement or the Lenders in accordance with this AgreementLetter of Guarantee, the Agent shall immediately inform all Lenders and the Agent of the details of such notice, or if the Agent receives any notice from a Lender which is required to be given to the Borrower Borrower, the Guarantor or other Lenders in accordance with this AgreementLenders, the Agent shall immediately inform the Borrower or Borrower, the Guarantor, all Lenders other than and the Lender who gave such notice Agent, as the case may be, of the details of such notice. The Agent shall make available for review by Upon receiving a request from any of the Lenders during for inspection of any of the ordinary business hours any documents that the Agent has obtained from the Borrower or the Guarantor and has kept by under this Agreement, the AgentAgent shall respond to such request during its normal business hours. In such cases, such Lender shall follow the instructions of the Agent with respect to the time, place and method of the inspection.

Rights and Obligations of the Agent. (1) The Agent shall, on behalf of all Lenders, perform the duties, and exercise the rights, set forth in each provision of this Agreement the Relevant Agreements entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”), and shall exercise such rights as, in the Agent’s opinion, are ordinarily necessary or appropriate upon performing the Agency Services. The Agent shall not be liable for any obligation other than those expressly specified by the provisions of this Agreementthe Relevant Agreements, nor be liable for any non-performance of obligations by any of the Lenders under this Agreementthe Relevant Agreements. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall not be an agent of the BorrowerBorrower and the Guarantors. The Borrower shall pay a fee separately agreed with the Agent (the “Agency Fee”) in consideration of the Agent undertaking the Agency Services under this Agreementthe Relevant Agreements. (2) The Agent may rely upon any communication, instrument and document that has have been delivered by an appropriate person with the signature or the name and seal of such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts reasonably appointed by the Agent within the necessary extent in relation to this Agreementthe Relevant Agreements. (3) The Agent shall perform its duties and exercise its authorities provided for in this Agreement the Relevant Agreements with the due care of a good manager. (4) Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any actions or omissions inactions pursuant to, or in connection with, this Agreementwith the Relevant Agreements, unless there is a willful misconduct or gross negligence on its or their part. The Lenders other than the Agent shall jointly and severally indemnify the Agent for any and all liabilities and Damages Damages, Etc. incurred by the Agent in the course of the performance of its duties under this Agreementthe Relevant Agreements, to the extent not reimbursed by the BorrowerBorrower or the Guarantors, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Participation Ratio of the Lender Lenders acting as the Agent (provided, however, that with respect to any Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to the principal portion of the Outstanding Individual Loan Amount for such Lender. In addition, where the Lending Obligation has been cancelled for all Lenders, prior to the repayment of all amounts due and payable under this Agreement the Participation Ratio for each Lender for such indemnity shall be equivalent to its pro rata share of the Total Loan Balance with respect to the principal portion of the Outstanding Individual Loan Amount with respect to such Lender, and if any of the Lenders cannot perform the indemnity for which it is liable, the Participation Ratio of the Lender acting as the Agent shall be figured calculated by dividing the Participation Ratio of the Lender acting as the Agent by the aggregate of the Participation Ratios of the Lenders excluding other than such non-indemnifying Lender). (5) The Agent shall not guarantee the validity of this Agreementthe Relevant Agreements and the Guarantees, or any matters represented in this Agreementthe Relevant Agreements and the Guarantees, and the Lenders shall enter into, and conduct transactions contemplated in, this Agreement the Relevant Agreements at their sole discretion by conducting investigations as to the creditworthiness of the Borrower and the Guarantors and other necessary matters on the basis of the documents, information and other data as they deem appropriate. (6) In the case where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as other Lenders under this Agreementthe Relevant Agreements, irrespective of the Agent’s obligations under this Agreementthe Relevant Agreements. The Agent may engage in commonly accepted banking transactions with the Borrower and the Guarantors outside the scope of this Agreementthe Relevant Agreements. The Agent shall not be required to disclose to other Lenders any information relating to the Borrower and the Guarantors obtained through transactions outside the scope of this Agreementthe Relevant Agreements, nor shall the Agent be required to distribute to other Lenders any amount it has received from the Borrower and the Guarantors through transactions with the Borrower and the Guarantors outside the scope of this Agreement the Relevant Agreements (any information that the Agent has received from the Borrower or the Guarantors shall be, unless expressly identified as being made pursuant to this Agreementthe Relevant Agreements, deemed obtained acquired in relation to the transactions outside the scope of this Agreementthe Relevant Agreements.). (7) In the case where the Agent is also acting as a Lender, in the calculation of amounts to be distributed to each Lender pursuant to the provisions of this Agreement, unless otherwise provided herein, the amounts to be distributed to each Lender other than the Agent shall be determined by discarding any amount less than one Yen (¥1), and the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be the amounts to be distributed to the Lender who is also acting as the Agent. (8) Except for the preceding Paragraph, the handling of fractions less than one Yen (¥1) that are required under this Agreement shall be made in the manner the Agent deems appropriate. (9) In the case where the Agent receives any notice from the Borrower which is required to be given to the Lenders in accordance with this Agreement, the Agent shall immediately inform all Lenders of the details of such notice, or if the Agent receives any notice from a Lender which is required to be given to the Borrower or other Lenders in accordance with this Agreement, the Agent shall immediately inform the Borrower or all Lenders other than the Lender who gave such notice of the details of such notice. The Agent shall make available for review by the Lenders during the ordinary business hours any documents obtained from the Borrower and kept by the Agent.

Rights and Obligations of the Agent. (1) The Agent shall, on behalf of pursuant to the entrustment by all Lenders, perform the dutiesduties entrusted to the Agent under this Agreement (Agent Services), and exercise rights on behalf of all the rights, set forth in each provision of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”)Lenders, and shall exercise such the rights aswhich, in the Agent’s opinion, are ordinarily necessary or appropriate upon performing to perform the Agency Agent Services. The Agent shall not be liable for any obligation duties other than those expressly specified by provided for in the provisions of this Agreement, nor be liable for any non-performance of obligations by any of the Lenders under this Agreement. The Agent shall be an agent of the Lenders Lenders, and, unless otherwise providedprovided for, shall not be never act as an agent of the Borrower. The Parent Borrower shall pay a fee separately agreed with upon between the Parent Borrower and the Agent (Agent Fee) as the “Agency Fee”) in consideration of price for the Agent undertaking the Agency Agent Services under this Agreement. (2) The Agent may rely upon any communication, instrument and document that has been delivered by an appropriate person with the signature or the name and seal of such appropriate persons and believed by which the Agent believes to be true and correct, and that have been signed or have the name and seal attached by an appropriate person, and may act in reliance upon any written opinion or explanatory letter of experts appointed reasonably appointed by the Agent within to the extent necessary extent in relation to this Agreement. (3) The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager. (4) Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders Lender for any actions acts or omissions conducted by the Agent pursuant to, or in connection with, this Agreement, unless there is a willful misconduct or gross negligence on except for its or their partwilful misconduct or negligence. The Lenders other than the Lender acting as Agent shall jointly and severally indemnify the Agent for any and all liabilities and Damages Damages, etc. incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for TRANSLATION OF THE ORIGINAL AGREEMENT IN JAPANESE which the Agent should contribute, calculated pursuant to the Participation Commitment Ratio of the Lender acting as the Agent (provided, however, that that, for the period after some of the Lenders’ Lending Obligations with respect to any Lender whose Lending Obligation has been cancelled but has each Tranche are extinguished and where the Outstanding Individual Loan AmountsMoney of such Tranche remains, for purposes of calculating its Participation the Commitment Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to calculated as if the principal portion amount of the Outstanding Individual Loan Money equals to the Lender’s Commitment Amount of such Tranche as of such time (same applies in this paragraph), and that for such Lender. In additionthe period after all the Lenders’ Lending Obligations with respect to Tranche A and Tranche B are extinguished, and where the Lending Obligation has been cancelled for all Lenders, prior to the repayment of all amounts due and payable under obligations pursuant to this Agreement has not been completed, the Participation Ratio for each Lender for such indemnity percentage shall be equivalent to its pro rata share that of the Total Loan Balance with respect to total principal amount of the principal portion total of the Outstanding Individual Loan Amount Money of Tranche A and Tranche B for each Lender to the Total Outstanding Balance with respect to Tranche A and Tranche B as of such Lender, and if time. If any of the Lenders cannot perform the indemnity for which it is liable, the Participation Commitment Ratio of the Lender acting as the Agent shall be figured obtained by dividing the Participation Commitment Ratio of the Lender acting as the Agent by the aggregate of the Participation Commitment Ratios of the Lenders excluding other than such non-indemnifying Lender). (5) The Agent shall not guarantee the validity of this Agreement, or Agreement nor any matters represented representation made by the parties in this Agreement, and the Lenders Lender shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the creditworthiness of the Borrower and other necessary matters matters, on the basis of the documents, information and other data as they deem appropriate. (6) In the case where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as other Lenders under this AgreementLenders, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions transactions, other than under this Agreement, with the Borrower outside the scope of this AgreementBorrower. The Agent shall not be required to disclose to other Lenders any information relating to the Borrower obtained through transactions outside with the scope of Borrower other than under this Agreement (any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed to be disclosed in relation to the transactions with the Borrower other than this Agreement), nor shall the Agent be required to distribute to other Lenders any amount money it has received from the Borrower through transactions with the Borrower outside the scope of this Agreement (any information that the Agent has received separately from the Borrower shall be, unless expressly identified as being made pursuant to this Agreement, deemed obtained in relation to the transactions outside the scope of this Agreement.) (7) In the case where the Agent is also acting as a Lender, in the calculation of amounts to be distributed to each Lender pursuant to the provisions of this AgreementAgreement shall be, the for amounts to be distributed to each Lender other than the Agent shall be determined by discarding Agent, any amount less than one Yen (¥1)the Minimum Currency Unit shall be rounded down, and for amounts to be distributed to the Subordinated Syndicated Loan Agreement dated October 26Lender who is also appointed as the Agent, 2018, for Takeda Pharmaceutical Company Limited shall be the amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be total of the amounts to be distributed to all the Lender who is also acting as the AgentLenders. (8) Except for the cases provided for in the preceding Paragraphparagraph, the handling of fractions less than one Yen (¥1) that the Minimum Currency Unit which are required under this Agreement shall be made in the manner the Agent deems appropriatesees fit. (9) In the case where the Agent receives any notice from the a Borrower which is required to be given to the Lenders each Lender in accordance with relation to this Agreement, unless otherwise provided for in this Agreement, the Agent shall immediately promptly inform all Lenders of the details of such notice, or and if the Agent receives any notice from a Lender which is required to be given to the Borrower or other Lenders in accordance with this AgreementLenders, the Agent shall immediately promptly inform the Borrower or all Lenders other than except the Lender who gave made such notice notice, as the case may be, of the details of such notice. The Agent shall make available for review by the Lenders during the ordinary business hours any documents in connection with this Agreement which the Agent has obtained from the a Borrower and kept by the Agent.has kept. TRANSLATION OF THE ORIGINAL AGREEMENT IN JAPANESE

Rights and Obligations of the Agent. (1) The Agent shall, on behalf of all Lenders, perform the duties, and exercise the rights, set forth in each provision of this Agreement entrusted Commissioned by all Lenders to the Agent (referred to in this Paragraph as shall conduct the Subordinated Syndicated Loan Agreement dated October 26, 2018, agency service and exercise authority for Takeda Pharmaceutical Company Limited “Agency Services”), and all Lenders. When conducting the agency service the Agent shall exercise such rights as, in the Agent’s opinion, are ordinarily authority as is normally deemed necessary or appropriate upon performing the Agency Servicesappropriate. The Agent shall not be liable for under any obligation other than those expressly specified by the provisions of this Agreement, nor set forth in relevant Articles hereof or be held responsible or liable for any non-performance of obligations by any failure of the Lenders under this Agreementto perform their obligations hereunder. The Agent represents the Lenders and shall be not act as an agent of for the Lenders and, Borrower unless otherwise provided, shall not be an agent of the Borrower. The Borrower shall pay a fee separately agreed with the Agent (the “Agency Fee”) in consideration of the Agent undertaking the Agency Services under this Agreement. (2) The Agent may can rely upon any communicationcorrespondences, instrument documents or papers (including loan applications which are received from the Borrower via fax pursuant to the provision of Article 4, Paragraph 1 hereof) which are considered to be true and document that has accurate and to have been delivered by an appropriate person with the signature or the name and seal of such appropriate persons after they are signed or affixed with names and believed seals. The Agent also can act relying on the written opinions or explanations provided by experts who are reasonably selected by the Agent to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts reasonably appointed by the Agent within the extent necessary extent in relation to this Agreement. (3) The Agent shall perform its When performing the duties and exercise its authorities provided for exercising the authority set forth in this Agreement the Agent shall act with the due care of a good manager. (4) Neither the The Agent nor or any of its directors, employees or agents shall not be held responsible or liable in any manner to the Lenders for any actions with respect to its action or omissions pursuant to, inaction performed under or in connection with, relation to this Agreement, Agreement unless there is a the Agent commits willful misconduct or gross negligence on its or their partnegligence. The Lenders other than the Agent shall jointly and severally indemnify pay the Agent for any the debts, damage and all liabilities and Damages incurred the like sustained by the Agent (including but not limited to the expenses incurred in order not to sustain damage or loss or the course of the performance of expenses incurred in order to recover damage or loss (including attorney fees)) in order to perform its duties obligations under this Agreement, to the extent that they are not reimbursed repaid by the Borrower. However, and only if the Agent also serves as a Lender all Lenders exclusive of the Agent as a Lender shall jointly compensate the Agent for the amount outstanding which remains after deducting the portion for which to be paid by the Agent should contribute, as a Lender as calculated pursuant according to the Participation Ratio ratio of its participation as a Lender (however, such ratio of the Lender acting as participation of the Agent (provided, however, that with respect to any as a Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount after all Lenders complete their lending obligation shall be deemed to be equivalent to the principal portion ratio of the total amount of the principals of the Outstanding Individual Loan Amount for such Lender. In addition, where Money provided by the Lending Obligation has been cancelled for all Lenders, prior Agent as Lender to the repayment of all amounts due and payable under this Agreement the Participation Ratio for each Lender for such indemnity shall be equivalent to its pro rata share of the Total Outstanding Loan Balance with respect to as of such moment, hereinafter the principal portion of the Outstanding Individual Loan Amount with respect to such Lendersame) (However, and if any of Lender is unable to perform such obligation to compensate the Lenders cannot perform the indemnity for which it is liableAgent, the Participation Ratio of the Lender acting as the Agent shall be figured a ratio calculated by dividing the Participation Ratio ratio of the Lender acting as participation of the Agent as a Lender by the aggregate total ratio of participation of Lenders exclusive of the Participation Ratios of aforementioned Lender who is unable to perform the Lenders excluding such non-indemnifying Lenderobligation shall be used). (5) The If the Agent is provided with instructions in writing by the Majority Lender the Agent shall act upon such instructions as far as they are lawful. In this case the Agent shall not be responsible or liable to the Borrower or Lenders for the result arising from such act. (6) Unless the Agent is in receipt of a notice from the Borrower or any Lender to the effect that there exists any of the causes provided for in Items of Paragraph 1 or 2 of Article 21 hereof or that because of a notice and/or the lapse of time a cause exists which constitutes such cause the Agent is deemed to have had no possibility to know the existence of such cause. (7) The Agent does not guarantee the validity effectiveness of this Agreement, Agreement or any matters represented in this Agreement, and of the items stated herein. The Lenders shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to examine the creditworthiness of the Borrower and other necessary matters relating to the Borrower based on the basis of the documents, information and other data as they deem materials which the Lenders find appropriate, and enter into this Agreement at its own discretion and engage in the business intended under this Agreement. (6) In the case where 8) If the Agent is also acting serves as a Lender, the Agent shall have the same Lender its rights and obligations as a Lender hereunder shall be the same as those of other Lenders under this Agreement, irrespective regardless of its obligations as the Agent’s obligations Agent under this Agreement. The Agent may engage in commonly shall be able to conduct generally accepted banking transactions with the Borrower outside the scope of this Agreement. The Agent shall not be required is under no obligation to disclose to other Lenders any information relating to obtained about the Borrower obtained through in its transactions outside the scope of this Agreement (information received from the Borrower shall be deemed to be information obtained in a transaction conducted outside of this Agreement unless the information is expressly stated to have been sent under this Agreement, ) nor shall the Agent be required to distribute to other Lenders any amount it has received from money paid by the Borrower through transactions in any transaction conducted with the Borrower outside the scope of this Agreement (any information that the Agent has received from the Borrower shall be, unless expressly identified as being made pursuant to this Agreement, deemed obtained in relation to the transactions outside the scope of this Agreement.) (79) In the case where the Agent is also acting as a Lender, in the calculation The amount of amounts to be distributed to each Lender pursuant to the provisions of this Agreement, the amounts to be distributed to each Lender other than the Agent shall be determined by discarding any amount less than one Yen (¥1), Individual Loan Money and the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be the amounts money to be distributed to the Lenders pursuant to the provision of Article 18 hereof shall be calculated by rounding off fractions less than one yen if distributed to Lenders other than the Lenders designated by the Agent (hereinafter in this Paragraph referred to as “Rounding-off Calculation Lender”; however, if the Agent also serves as a Lender who is also acting as the Agent. (8) Except for -cum-Lender shall be the preceding Paragraph, Rounding-off Calculation Lender). The amount to be distributed to Rounding-off Calculation Lenders shall the handling amount which remains after the amount distributed to other Lenders is deducted from the aggregate amount of distribution. The rounding of fractions less than one Yen yen necessary for the purpose of this Agreement shall be made using the means considered appropriate by the Agent except in the cases mentioned above. (¥110) that are required The decision of the rates of interest, Loan Terms and dates of repayment as well as other decisions and the amount of money to be paid under this Agreement shall be made deemed final and binding to the Borrower and the Lenders unless obvious errors are found in the manner the Agent deems appropriatethem. (911) In the case where If the Agent receives any notice from the Borrower a notice which the Agent is required supposed to be given convey to the Lenders in accordance with this Agreement, pursuant hereto the Agent shall immediately promptly inform all Lenders of the details of such notice, or if ’s content. If the Agent receives from any Lenders a notice from a Lender which the Agent is required supposed to be given convey to the Borrower or other Lenders in accordance with this Agreement, pursuant hereto the Agent shall immediately promptly inform the Borrower or all Lenders other than the Lender who gave such notice of the details of such noticecontent thereof. The Agent shall make available for review by have all the Lenders during the ordinary business hours any documents obtained which are received from the Borrower and kept by safely available for access to the AgentLenders during its normal business hours.

Rights and Obligations of the Agent. (1) . The Agent shall, on behalf of pursuant to the entrustment by all Lenders, perform the duties, Agency Services and exercise its rights for the rights, set forth in each provision benefit of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”)Lenders, and shall exercise such the rights aswhich, in the Agent’s opinion, are ordinarily necessary or appropriate appropriate, upon performing the Agency Services. Each Lender hereby grants to the Agent the agency authority necessary for the performance of the Agency Services. The duties and functions of the Agent shall be limited to those related to management and operations. The Agent shall not be liable for any obligation obligations other than those expressly specified by in the provisions of this Agreement, nor shall it be liable for any non-performance of obligations by any of the Lenders under this Agreement. (English Translation - For Reference Purpose Only) 2. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall not be never act as an agent of the BorrowerBorrower or the Guarantor. The Borrower shall pay a fee separately agreed with Further, the Agent (the “Agency Fee”) in consideration shall not be deemed as a trustee of the Agent undertaking Lenders under the Agency Services Trust Act (Act No. 108 of 2006; as amended), and shall not be deemed as an agent or a trustee under this Agreementthe Trust Act of the Borrower or the Guarantor for any purpose. (2) 3. The Agent may rely upon any communication, instrument and document that has been delivered by an between appropriate person with the signature persons and has been signed or has the name and seal of attached by such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or opinion, explanatory letter or other similar document of experts reasonably appointed by the Agent within the reasonably necessary extent in relation to this Agreement. (3) 4. The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager. (4) 5. Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any actions acts or omissions conducted by the Agent pursuant to, or in connection with, with this Agreement, unless there is a except for its or their willful misconduct or gross negligence on its or their partnegligence. The Lenders (other than Lenders who act as the Agent Agent) shall jointly and severally indemnify the Agent for any and all liabilities liabilities, damages, losses and Damages expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses and paid in order to recover any damages or losses (including legal fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the BorrowerBorrower or the Guarantor, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Participation Ratio of the Agent as a Lender acting as (such deduction is made only in the cases where the Agent (also acts as a Lender), provided, however, that with respect to any Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to the principal portion of the Outstanding Individual Loan Amount for such Lender. In addition, where the Lending Obligation has been cancelled for all Lenders, prior to the repayment of all amounts due and payable under this Agreement the Participation Ratio for each Lender for such indemnity shall be equivalent to its pro rata share of the Total Loan Balance with respect to the principal portion of the Outstanding Individual Loan Amount with respect to such Lender, and if any of the Lenders cannot perform the indemnity for which it is liable, the Agent’s Participation Ratio of the Lender acting as the Agent shall be figured by dividing the Participation Ratio of the Agent as a Lender acting as the Agent by the aggregate of the Participation Ratios Ratio of the Lenders excluding other than such non-indemnifying Lender)Lenders. (5) 6. The Agent shall not guarantee be liable for the validity validity, the legality and the enforceability of this Agreement, or nor shall guarantee any matters represented by the parties in this Agreement, and the . The Lenders shall enter intointo and execute its rights, perform its obligations and otherwise conduct transactions contemplated in, in this Agreement to which it shall be a party at their its sole discretion by conducting investigations as to the necessary matters including creditworthiness of the Borrower and other necessary matters or the Guarantor on the basis of the documents, information and other data as they deem it has deemed appropriate. Further, the Agent shall not be obliged to verify or investigate the status of performance of this Agreement, whether or not any Event of Default has occurred or in relation to other matters. (6) 7. In the case cases where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as each other Lenders under this AgreementLender, irrespective of the Agent’s obligations under this Agreement. (English Translation - For Reference Purpose Only) The Agent may engage in commonly accepted banking transactions with the Borrower outside or the scope Guarantor other than under this Agreement and the Letter of Guarantee. In this Agreement. The case, the Agent shall not be required to disclose to other Lenders any the information relating in relation to the Borrower or the Guarantor it has obtained through the transactions outside with the scope Borrower or the Guarantor other than under this Agreement and the Letter of this AgreementGuarantee, nor shall the Agent be required to distribute to other Lenders any amount money it has received from the Borrower or the Guarantor through transactions with the Borrower outside or the scope of Guarantor other than under this Agreement and the Letter of Guarantee. (any Any information that has been disclosed to the Agent has received from by the Borrower or the Guarantor shall be, unless expressly identified as being made pursuant in relation to this Agreement, deemed obtained disclosed in relation to the transactions outside with the scope of Borrower or the Guarantor other than under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders.) (7) 8. In the case cases where the Agent is also acting as a Lender, in the calculation of the amounts to be distributed to each Lender pursuant to the provisions of this Agreement, Clause 16 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender other than the Agent shall be determined by discarding Agent, any amount less than one Yen (¥1)yen shall be rounded down, and (ii) the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited amount remaining after deduction of the amounts distributed to other Lenders from the aggregate distribution amounts shall be the amounts to be distributed to the Lender who is also acting appointed as the AgentAgent shall be the difference between the aggregate of the amounts to be distributed to all Lenders and the aggregate of the amounts distributed to other Lenders; provided, however, that with regard to the amount of repayment on the last Repayment Date in relation to each facility, all the amount of the remaining debts of each Lender for which the Payment Date has arrived shall be distributed. (8) 9. Except for the preceding Paragraphcases under Clause 22.8 and unless otherwise provided herein, the handling all calculations of fractions less than one Yen (¥1) yen that are required under this Agreement shall be made in the manner the Agent deems appropriate. (9) In the case where 10. If the Agent receives any notice from the Borrower or the Guarantor which is required to be given to each Lender in relation to this Agreement or the Lenders in accordance with this AgreementLetter of Guarantee, the Agent shall immediately inform all Lenders and the Agent of the details of such notice, or if the Agent receives any notice from a Lender which is required to be given to the Borrower Borrower, the Guarantor or other Lenders in accordance with this AgreementLenders, the Agent shall immediately inform the Borrower or Borrower, the Guarantor, all Lenders other than and the Lender who gave such notice Agent, as the case may be, of the details of such notice. The Agent shall make available for review by Upon receiving a request from any of the Lenders during for inspection of any of the ordinary business hours any documents that the Agent has obtained from the Borrower or the Guarantor and has kept by under this Agreement, the Agent.Agent shall respond to such request during its normal business hours. In such cases, such Lender shall follow the instructions of the Agent with respect to the time, place and method of the inspection. (English Translation - For Reference Purpose Only)