TAKEDA PHARMACEUTICAL COMPANY LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of , 2018Deposit Agreement • December 17th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of , 2018 among TAKEDA PHARMACEUTICAL COMPANY LIMITED, a joint-stock corporation incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Holders (as hereinafter defined) from time to time of American Depositary Shares (as hereinafter defined) issued hereunder.
TAKEDA PHARMACEUTICAL COMPANY LIMITED [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENT [Name(s) of Representatives] Underwriting AgreementUnderwriting Agreement • June 26th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
The Notes will be issued pursuant to an indenture, dated as of July 9, 2020 (the “[Base] Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). [Certain terms of the Notes will be established pursuant to [an Officer’s Certificate] [a supplemental indenture (the “Supplemental Indenture”)] to the Base Indenture (together with the Base Indenture, the “Indenture”).] [[The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary.] [or] [Global securities representing the Notes shall be deposited with, or on behalf of, [ ] (the “Common Depositary”), a common depositary for Euroclear Bank SA/NV as operator of the Euroclear system or any successor clearing agency (“Euroclear”), and Clearstream Banking S.A., as
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated November 26, 2018 (this “Agreement”) is entered into by and among Takeda Pharmaceutical Company Limited, a joint stock corporation organized under the laws of Japan (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), SMBC Nikko Securities America, Inc., Morgan Stanley MUFG Securities Co., Ltd., Mizuho Securities USA LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
364-DAY BRIDGE CREDIT AGREEMENT Dated as of May 8, 2018 among TAKEDA PHARMACEUTICAL COMPANY LIMITED, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., SUMITOMO...364-Day Bridge Credit Agreement • November 16th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
This 364-Day Bridge Credit Agreement (this “Agreement”) dated as of May 8, 2018 is among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan (the “Borrower”), the Lenders (as defined below) that are parties hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as defined below) for the Lenders.
ContractNote Agreement • July 5th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS NOTE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL NOTES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
TERM LOAN CREDIT AGREEMENT Dated as of June 8, 2018 among TAKEDA PHARMACEUTICAL COMPANY LIMITED, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI...Term Loan Credit Agreement • December 6th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
This Term Loan Credit Agreement (this “Agreement”) dated as of June 8, 2018 is among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan (the “Borrower”), the Lenders (as defined below) that are parties hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as defined below) for the Lenders.
ContractGlobal Note • July 9th, 2020 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS NOTE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF SUCH DEPOSITARY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL NOTES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
TRANSLATION OF THE ORIGINAL VERSION IN JAPANESE] LOAN AGREEMENT February 8, 2017 Borrower Takeda Pharmaceutical Company Limited Lender Sumitomo Mitsui Banking Corporation Takeda Pharmaceutical Company Limited LOAN AGREEMENT dated February 8, 2017Loan Agreement • February 8th, 2017 • Takeda Pharmaceutical Co LTD • Biological products, (no disgnostic substances) • Tokyo
Takeda Pharmaceutical Company Limited (the “Borrower”); and Sumitomo Mitsui Banking Corporation (the “Lender”), as of February 8, 2017, enter into the following agreement (this “Agreement”):
JOINT FILING AGREEMENTJoint Filing Agreement • October 25th, 2021 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
OFFER AND SUPPORT AGREEMENTOffer and Support Agreement • January 12th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • January 14th, 2022 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
COLLABORATION AGREEMENTCollaboration Agreement • June 29th, 2021 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
[ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMENDMENT NO. 1 Dated as of June 8, 2018 to 364-DAY BRIDGE CREDIT AGREEMENT Dated as of May 8, 2018364-Day Bridge Credit Agreement • December 6th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 8, 2018 by and among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan, (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain 364-Day Bridge Credit Agreement dated as of May 8, 2018 by and among the Company, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
English Translation solely for Information Purposes – Japanese language original shall govern and control] SUBORDINATED SYNDICATED LOAN AGREEMENT dated October 26, 2018 among TAKEDA PHARMACEUTICAL COMPANY LIMITED as Borrower SUMITOMO MITSUI BANKING...Subordinated Syndicated Loan Agreement • November 16th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • Tokyo
This Agreement is made as of October 26, 2018 among TAKEDA PHARMACEUTICAL COMPANY LIMITED, as the borrower (the “Borrower”) and the financial institutions set out in the lenders column of Attachment 1 as the lenders (collectively the “Lenders” and each a “Lender”), and Sumitomo Mitsui Banking Corporation, as the agent (the “Agent”), as follows:
COLLABORATION AGREEMENTCollaboration Agreement • November 16th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
This COLLABORATION AGREEMENT (the “Agreement”) is entered into on December 14, 2009 (the “Effective Date”) by and between Seattle Genetics, Inc., a Delaware corporation, with its principal place of business at 21823 30th Drive SE, Bothell, WA 98021 (“SGI”), and Millennium Pharmaceuticals, Inc., with its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (“MPI”). SGI and MPI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • November 22nd, 2019 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • September 10th, 2019 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF...Securities Repurchase and CVR Agreement • May 26th, 2023 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • Delaware
This Securities Repurchase and CVR Agreement (this “Agreement”) is dated as of April 17, 2023, between Calithera Biosciences, Inc., a Delaware corporation (the “Company”) and Takeda Ventures, Inc. (the “Stockholder”).
AMENDMENT NO. 1Loan Agreement • June 27th, 2019 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of December 25, 2018 by and among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan, (the “Company”) and Japan Bank for International Cooperation (“JBIC”), under that certain Loan Agreement dated as of December 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement.
CONFIDENTIAL DISCLOSURE AGREEMENTConfidentiality Agreement • January 12th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
TiGenix SAU, with registered office at Calle Marconi 1, Parque Tecnologico de Madrid, Tres Cantos, 28760 Madrid, Spain, registered with the Commercial Registry of Madrid under volume number 20117, page 81, sheet M-355159, and with tax identification number (CIF) A-84008986 (“TiGenix”)
JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2022 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Calithera Biosciences, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
AMENDMENT NO. 2 Dated as of December 25, 2019 to JBIC LOAN TO TAKEDALoan Agreement • June 24th, 2020 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of December 25, 2019 by and among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan, (the “Company”) and Japan Bank for International Cooperation (“JBIC”), under that certain Loan Agreement dated as of December 3, 2018 and as amended by Amendment No.1 dated December 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2023 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Day One Biopharmaceuticals, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
JOINT FILING AGREEMENTJoint Filing Agreement • May 9th, 2022 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of HilleVax, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • August 10th, 2017 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This joint filing agreement (this “Agreement”) is made and entered into as of this 10th day of August, 2017, by and among Takeda Pharmaceutical Company Limited, Millennium Pharmaceuticals, Inc., Takeda Pharmaceuticals USA, Inc., Takeda Pharmaceuticals International AG, Takeda Pharma A/S, Takeda A/S and Takeda Europe Holdings B.V.
AMENDMENT NO. 1 Dated as of December 20, 2018 to TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 27th, 2019 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of December 20, 2018 by and among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan, (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Term Loan Credit Agreement dated as of June 8, 2018 by and among the Company, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDMENT NO. 2 Dated as of October 26, 2018 to 364-DAY BRIDGE CREDIT AGREEMENT Dated as of May 8, 2018364-Day Bridge Credit Agreement • December 6th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of October 26, 2018 by and among Takeda Pharmaceutical Company Limited, a joint-stock company organized and existing under the laws of Japan, (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain 364-Day Bridge Credit Agreement dated as of May 8, 2018 by and among the Company, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • January 18th, 2017 • Takeda Pharmaceutical Co LTD • Biological products, (no disgnostic substances)
This joint filing agreement (this “Agreement”) is made and entered into as of this 18th day of January, 2017, by and among Takeda Pharmaceutical Company Limited, Kiku Merger Co., Inc., TPA Holding I, Inc. and TPA Holding II, Inc.
BAXALTA INCORPORATED, as Issuer, SHIRE PLC, as Guarantor TAKEDA PHARMACEUTICAL COMPANY LIMITED as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE DATED as of February 4, 2019 TO THE INDENTURE...Third Supplemental Indenture • June 27th, 2019 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of February 4, 2019, among Takeda Pharmaceutical Company Limited, a Japanese joint stock corporation (“Takeda”), Shire plc, a Jersey public company (“Shire”), Baxalta Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
ContractIndenture Note • July 5th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS NOTE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL NOTES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
JOINT FILING AGREEMENTJoint Filing Agreement • August 30th, 2021 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
TAKEDA PHARMACEUTICAL COMPANY LIMITED The Company MUFG Bank, Ltd. Fiscal Agent FISCAL AGENCY AGREEMENT Dated as of November 21, 2018 €1,250,000,000 0.375% Senior Notes due 2020 €1,000,000,000 Senior Floating Rate Notes due 2020 €1,500,000,000 1.125%...Fiscal Agency Agreement • December 6th, 2018 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York
FISCAL AGENCY AGREEMENT, dated as of November 21, 2018, between Takeda Pharmaceutical Company Limited, a joint-stock corporation (kabushiki kaisha) organized under the laws of Japan (the “Company”), and MUFG Bank, Ltd., incorporated with limited liability in Japan, as fiscal agent (the “Fiscal Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2021 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2023 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Day One Biopharmaceuticals, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
JOINT FILING AGREEMENTJoint Filing Agreement • January 19th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Equillium, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
