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
