S-8

As filed with the Securities and Exchange Commission on June 28, 2023

Registration No. 333

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Takeda Yakuhin Kogyo Kabushiki Kaisha

(Exact name of Registrant as specified in its charter)

Takeda Pharmaceutical Company Limited

(Translation of Registrant’s name into English)

Japan

(State or other jurisdiction of incorporation or organization)

Not Applicable

(I.R.S. Employer Identification No. (if applicable))

Costa Saroukos

1-1, Nihonbashi-Honcho 2-Chome

Chuo-ku, Tokyo 103-8668, Japan

Tel: +81-3-3278-2306

Fax: +81-3-3278-2268

(Address of principal executive offices)

Takeda Pharmaceutical Company Limited

Long Term Incentive Plan

Takeda Pharmaceutical Company Limited

Employee Stock Purchase Plan

(Full titles of the plans)

Takeda Pharmaceuticals U.S.A., Inc.

95 Hayden Avenue, Lexington, MA 02421

(Name and address of agent for service)

1-781-482-9222

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒         Accelerated filer ☐

Non-accelerated filer ☐        Smaller reporting company ☐

        Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.        ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information specified in Part I of this Registration Statement on Form S-8 (this “Registration Statement”) will be sent or given to participants in the Plans as specified under Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents are not required to be, and are not being, filed by the Registrant with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

As noted above, the documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plans as specified under Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which the Registrant previously filed with, or furnished to, the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2023 filed with the Commission on June 28, 2023.

(b) The description of the Registrant’s Common Stock contained in Exhibit 2.2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2023 filed with the Commission on June 28, 2023, including any amendment or report filed for the purpose of updating such description.

(c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 2023.

In addition, all of the Registrant’s reports filed with the Commission (with respect to any Form 6-K, only to the extent designated therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the date of this Registration Statement and prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 330 of the Companies Act make the provisions of Section 10, Chapter 2, Book III of the Civil Code of Japan (the “Civil Code”), applicable to the relationship between the Registrant and its directors. Section 10 of the Civil Code, among other things, provides in effect that:

(1) Any director of a company may demand advance payment of expenses which are considered necessary for the management of the affairs of such company entrusted to him or her;

(2) If a director of a company has defrayed any expenses which are considered necessary for the management of the affairs of such company entrusted to him or her, he or she may demand reimbursement therefor and interest thereon after the date of payment from such company;

(3) If a director of a company has assumed an obligation necessary for the management of the affairs of such company entrusted to him or her, he or she may require such company to perform it in his or her place or, if it is not due, to furnish adequate security; and

(4) If a director of a company, without any fault on his or her part, sustains damage through the management of the affairs of such company entrusted to him or her, he or she may demand compensation therefor from such company.

In accordance with Article 427, Paragraph 1 of the Companies Act and the Registrant’s Articles of Incorporation, the Registrant has entered into an agreement with our non-executive directors, which limit the maximum amount of their respective liabilities to the Registrant to the minimum amount stipulated by applicable laws and regulations, so long as those directors act in good faith and without gross negligence in performing their duties.

Further, pursuant to Article 426, paragraph 1 of the Companies Act and our Articles of Incorporation, the Registrant may exempt, by resolution of the board of directors, our directors from liabilities to the Registrant arising in connection with their failure to perform their duties in good faith and without gross negligence, within the limits stipulated by applicable laws and regulations.

In accordance with Article 430-2, Paragraph 1 of the Companies Act, the Registrant has entered into indemnity agreements with each of its directors for liability arising out their status as directors or out of an alleged wrongful act by them in such capacity to the extent permitted by applicable law.

In accordance with Article 430-3, Paragraph 1 of the Companies Act, the Registrant has in place a directors and officers liability insurance policy, which indemnifies its directors and officers against liability arising from certain acts performed or omission thereof in their respective capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K)

Exhibit No.	Description
4.1	Articles of Incorporation of Takeda Pharmaceutical Company Limited (English Translation) (incorporated by reference to Exhibit 99.1 to Form 6-K of the Registrant, filed on March 1, 2023).
4.2	Board of Directors Charter of Takeda Pharmaceutical Company Limited (English Translation) (incorporated by reference to Exhibit 1.2 to Form 20-F of the Registrant, filed on June 28, 2023).
4.3	Form of Amended and Restated Deposit Agreement among the Takeda Pharmaceutical Company Limited, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Registration Statement on Form 20-F of the Registrant, filed on December 17, 2018).
5.1	Opinion of Nishimura & Asahi, counsel to the Registrant, as to the legality of the Common Stock to be issued pursuant to the Takeda Pharmaceutical Company Limited Long Term Incentive Plan.
23.1	Consent of KPMG AZSA LLC.
23.2	Consent of Nishimura & Asahi, counsel to the Registrant (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature pages to this Registration Statement).
99.1	Takeda Pharmaceutical Company Limited Long Term Incentive Plan(incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of the registrant filed on June 25, 2020).
99.2	Takeda Pharmaceutical Company Limited Employee Stock Purchase Plan.
107	Filing Fee Table.

In accordance with Item 8 of Form S-8, this Registration Statement does not include Exhibit 5 -- Opinion regarding the legality of the Common Stock to be issued pursuant to the Takeda Pharmaceutical Company Limited Employee Stock Purchase Plan (the “Takeda ESPP”) being registered, as the Takeda ESPP provides that the American Depositary Shares underlying the shares of Common Stock to be issued under the Takeda ESPP will be purchased by the Trustee of the Plan on the open market. The Takeda ESPP does not provide for such shares to be issued by the Registrant out of its authorized and unissued shares of the Common Stock.

ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

            (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

            (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that: paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Takeda Pharmaceutical Company Limited, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan on June 28, 2023.

TAKEDA PHARMACEUTICAL COMPANY LIMITED
By:	/s/ Costa Saroukos
	Name:	Costa Saroukos
	Title:	Director and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Christophe Weber and Costa Saroukos, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 28th day of June 2023.

Signature	Capacity
/s/ Christophe Weber	Representative Director, President and Chief Executive Officer (Principal Executive Officer)
Christophe Weber
/s/ Costa Saroukos	Director and Chief Financial Officer (Principal Financial Officer)
Costa Saroukos
/s/ Norimasa Takeda	Chief Accounting Officer and Corporate Controller (Controller)
Norimasa Takeda
/s/ Andrew S. Plump	Director and President, Research and Development
Andrew S. Plump

/s/ Masami Iijima	External Director
Masami Iijima
/s/ Olivier Bohuon	External Director
Olivier Bohuon
/s/ Jean-Luc Butel	External Director
Jean-Luc Butel
/s/ Ian Clark	External Director
Ian Clark
/s/ Steven Gillis	External Director
Steven Gillis
/s/ John Maraganore	External Director
John Maraganore
/s/ Michel Orsinger	External Director
Michel Orsinger
/s/ Miki Tsusaka	External Director
Miki Tsusaka
/s/ Koji Hatsukawa	External Director
Koji Hatsukawa
/s/ Yoshiaki Fujimori	External Director
Yoshiaki Fujimori
/s/ Emiko Higashi	External Director
Emiko Higashi
/s/ Kimberly A. Reed	External Director
Kimberly A. Reed

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below does hereby constitute and appoint Costa Saroukos, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the undersigned, Takeda Pharmaceutical Company Limited’s duly authorized representative in the United States, on this 28th day of June 2023.

Takeda Pharmaceuticals U.S.A., Inc.
By:	/s/ Paul Sundberg
	Name:	Paul Sundberg
	Title:	Assistant Secretary

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Takeda Pharmaceutical Company Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Unit(5)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock	Rule 457(c) and Rule 457(h)	10,000,000(3)	$32.07	$320,700,000.00	0.00011020	$35,342
Equity	Common Stock	Rule 457(c) and Rule 457(h)	100,000,000 (4)	$32.07	$3,207,000,000.00	0.00011020	$353,412
Total Offering Amounts					$3,527,700,000.00		$388,754
Total Fee Offsets							—
Net Fee Due							$388,754

(1)    Shares of common stock (the “Common Stock”) of Takeda Pharmaceutical Company Limited (the “Registrant”) are traded in the United States in the form of American Depositary Shares, each of which represents one-half of one share of Common Stock. American Depositary Shares to be issued pursuant to the Takeda Pharmaceutical Company Limited Employee Stock Purchase Plan (the “Takeda ESPP”) and the Takeda Pharmaceutical Company Limited Global Long Term Incentive Plan (the “Takeda LTIP” together with the Takeda ESPP, the “Plans”) have been or will be registered under separate Registration Statements on Form F-6.

(2)    This Registration Statement also shall be deemed to cover an indeterminate number of additional shares of Common Stock which may be offered and issued pursuant to the Plans to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)    Represents 10,000,000 additional shares of Common Stock reserved for issuance under the Takeda ESPP.

(4)    Represents 100,000,000 additional shares of Common Stock reserved for issuance under the Takeda LTIP.

(5)    Estimated pursuant to Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee. The Proposed Maximum Offering Price per Unit is based on the average of the high and low prices reported for a share of Common Stock on the Tokyo Stock Exchange on June 23, 2023 (¥4,609), translated into U.S. dollars from Japanese yen based on the foreign exchange rate of ¥143.73 per dollar as published on the website of the Wall Street Journal for June 23, 2023.

EX-5.1

Exhibit 5.1

NISHIMURA & ASAHI

TELEPHONE: 81-3-6250-6200 Otemon Tower 1-1-2 OTEMACHI CHIYODA-KU, TOKYO 100-8124 JAPAN FACSIMILE: 81-3-6250-7200

June 28, 2023

Takeda Pharmaceutical Company Limited

1-1, Nihonbashi-Honcho 2-Chome

Chuo-ku, Tokyo 103-8668

Japan

Registration Statement on Form S-8 of Takeda Pharmaceutical Company Limited

Ladies and Gentlemen:

    We have acted as legal counsel to Takeda Pharmaceutical Company Limited (the “Company”) with respect to the laws of Japan in connection with the Registration Statement on Form S-8 which is to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on June 28, 2023 (the “Registration Statement”) to register under the United States Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 100,000,000 shares of its common stock (the “Shares”) that the Company may issue to eligible Company group employees outside of Japan, by means of new shares or treasury shares, pursuant to the Company’s Long Term Incentive Plan (the “Plan”).

    Upon the request by the Company, we are furnishing our opinion to be filed as Exhibit 5.1 to the Registration Statement. For such purpose, we have examined the originals, certified or photostatic copies, or copies otherwise identified to our satisfaction of the Registration Statement and the resolutions adopted by the Board of Directors of the Company (the “Board”) on June 28, 2023 relating to, among other matters, the Shares, the Plan and the Registration Statement and such other records, documents, certificates, agreements, or other instruments and have made such other inquiries, all as we deemed necessary to enable us to render the opinions expressed below.

    Based on the foregoing, we are of the opinion that subject to the approval of the Board of the issuances of the Shares to eligible Company group employees pursuant to the Plan (the “Board Approval”), when the Shares are issued and delivered by the Company in accordance with the Board Approval, the Plan and the Registration Statement, the Shares will be validly and legally issued, fully paid and non-assessable.

    The foregoing opinion is subject to the assumptions and qualifications set forth below:

(a)    In our examination, we have assumed (i) the legal capacity of all natural persons, the genuineness of all signatures and seals and the proper affixture thereof, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and (ii) that there has not been any action or inaction or agreements by the parties thereto (other than those contained in the documents and records that we examined) or any court or administrative order or judgment (other than those that we examined) which would invalidate or terminate or otherwise change any of the documents examined, and also (iii) that no agreements, contracts, instruments or documents which may contradict or be inconsistent with, or affect the characterization or the nature of, all the documents so examined or with the transactions contemplated thereunder have existed or been made between any parties to such documents so examined.

In making our examination of documents, we have assumed that the parties, other than the Company, executing or delivering such documents were entities validly existing under the laws of the relevant jurisdictions and had the power, corporate or other, to execute or deliver such documents and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties (other than the Company) of such documents and the validity and binding effect of the due authorizations of such parties (other than the Company).

(b)    As to any facts material to the opinions expressed herein, including, in particular but without limitation, any facts affecting or purporting to affect the legality, validity, binding effect and enforceability of the obligations of the parties to the documents we have reviewed, which were not independently established or verified, we have relied upon oral or written statements or stipulated intentions and representations of officers and other representatives of the Company and others, and have not attempted to determine whether any material facts have been omitted from them. We do not express or imply any opinion thereon nor do we assume any responsibility for the accuracy or correctness thereof.

(c)    No opinion is expressed herein as to the law of any jurisdiction other than Japan. We neither express nor imply any opinion as to laws other than the laws of Japan existing as at the date of this opinion.

(d)    Where an assumption is stated to have been made in this opinion, or it is given subject to a qualification, we have not made any independent investigation in respect of the matters which are the subject of such assumption or qualification.

    Furthermore, our opinion stated herein is subject to the following assumptions and qualifications:

a.    The characterization or the nature of the transactions contemplated under the Plan might be affected by documents, agreements, deeds or instruments that have not been provided to us for the purpose of this opinion. We accordingly express no opinion as to the effect, if any, that may be caused by any such document, agreement, deed or instrument.

b.    In this opinion, Japanese legal concepts may also be expressed in English language terms as well as in their original Japanese terms, but the concepts concerned may not be identical to the concepts described by the equivalent English language terms as they exist under the laws of other jurisdictions.

    We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Nishimura & Asahi

Nishimura & Asahi

- 2 -

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated June 28, 2023, with respect to the consolidated financial statements of Takeda Pharmaceutical Company Limited, and the effectiveness of internal control over financial reporting, incorporated herein by reference in this registration statement on Form S-8.

/s/KPMG AZSA LLC

Tokyo, Japan

June 28, 2023

EX-99.2

Exhibit 99.2

RULES OF THE TAKEDA PHARMACEUTICAL COMPANY LIMITED
EMPLOYEE STOCK PURCHASE PLAN

As Amended as of April 1, 2023

RULES OF THE TAKEDA PHARMACEUTICAL COMPANY LIMITED
EMPLOYEE STOCK PURCHASE PLAN

Table of Contents
Contents		Page
1.	Introduction	1
2.	Definitions	1
3.	Eligibility	3
4.	Enrollment	3
5.	Grant of Purchase Rights	5
6.	Exercise of Purchase Rights and Purchase of American Depositary Shares	5
7.	Termination of Employment	7
8.	Administration of the Takeda ESPP	8
9.	Recapitalization, Reorganization and Change of Control	9
10.	Amendment and Termination of Takeda ESPP	9
11.	Miscellaneous	10

RULES OF THE TAKEDA PHARMACEUTICAL COMPANY LIMITED
EMPLOYEE STOCK PURCHASE PLAN

1.Introduction

1.1Purpose

The purpose of the Rules of the Takeda Pharmaceutical Company Limited Employee Stock Purchase Plan (the "Takeda ESPP") is to provide Eligible Employees of Participating Group Companies employed outside of Japan with the opportunity to acquire a proprietary interest in the Company in the form of American Depositary Shares.

1.2Effective Date and Term

The Takeda ESPP is effective as of July 1, 2020, and shall continue in effect for a term of 10 years unless otherwise terminated sooner.

2.Definitions

For purposes of the Takeda ESPP, the following terms shall have the meanings set forth below:

"Administrator" means Equatex U.S. Inc., an Authorized Officer and/or any other authorized person(s) or service provider(s) designated by the Committee, in the exercise of its sole discretion and to the extent permitted under the Companies Act and any other applicable laws, to operate, administer and interpret the Takeda ESPP.

"American Depositary Share" means an American depositary share of the Company as listed and traded on the NYSE, each representing ½ of one (1) share of Common Stock and being evidenced by an American depositary receipt.

"Authorized Officer" means the Company's Chief Executive Officer, Chief Human Resources Officer, or any other executive officer of the Company designated by the Committee.

"Board" means the Company's Board of Directors.

"Business Day" means any day on which the NYSE is open for the transaction of business.

"Change of Control" means (a) the Company coming under the control of another unrelated entity as a result of an offer to all Company shareholders to acquire all of the outstanding shares of Common Stock (other than any shares of Common Stock held by the unrelated entity making the offer and any entities acting together with it), and (b) a subsidiary or other affiliate of the Company that directly employs a Participant ceasing to be under the control of the Company. For purposes of the foregoing, "control" means, in relation to any entity, the power of that entity to secure that the affairs of a body corporate are conducted in accordance with that entity's wishes whether by the holding of shares, the possession of voting power, or by means of powers conferred by the corporate constitution or other document regulating the affairs of than or any other body corporate.

"Committee" means the Company's Business & Sustainability Committee or any other committee of the Company designated by the Board to the extent permitted under the Companies Act and any other applicable laws.

"Common Stock" means the common stock of the Company as listed and traded on the TSE, and all rights appurtenant thereto.

"Company" means Takeda Pharmaceutical Company Limited, a company registered in Japan.

"Companies Act" means the Companies Act of Japan (Act No. 86 of 2005), as amended.

1

"Compensation" means a Participant's base salary or base hourly wages, as applicable, as determined by the applicable Participating Group Company. For the sake of clarity, for a Participant on a bona fide leave of absence, "Compensation" includes any pay in lieu of the Participant's base salary or base hourly wages.

"Discount Percentage" means ten percent (10%) for Participants who are LTI Eligible and twenty percent (20%) for Participants who are not LTI Eligible.

"Eligible Employee" means an Employee of a Participating Group Company, as reflected in WorkDay or such other human resource information system utilized by the Company as of the eligibility cut-off date established by the Administrator for the applicable Enrollment Period.

"Employee" means any person who is treated as a permanent employee (whether full-time or part-time) of a Participating Group Company as determined under local laws, rules and regulations and who is employed outside of Japan. For purposes of the Takeda ESPP, a Participant will cease to be an Employee either upon an actual termination of employment (for any reason) or upon the Participating Group Company employing the employee ceasing to be a Participating Group Company. For purposes of the Takeda ESPP and for the sake of clarity, a person will not cease to be an Employee while such person is on any military leave, sick leave, statutory leave (as determined under local law) or other bona fide leave of absence approved by the applicable Participating Group Company. Each applicable Participating Group Company shall determine in good faith and in the exercise of its discretion whether a person has become or has ceased to be an Employee and the effective date of such person's employment or termination of employment, as the case may be. For purposes of a person's participation in or other rights, if any, under the Takeda ESPP as of the time of the applicable Participating Group Company's determination, all such determinations shall be final, binding and conclusive, notwithstanding if any governmental agency subsequently makes a contrary determination.

"Enrollment Agreement" means the agreement in such written or electronic form as specified by the Administrator entered into between the Eligible Employee and the Company for each Offering Period providing the terms and conditions of the Purchase Right.

"Enrollment Period" means the period specified by the Administrator prior to each Offering Period during which Eligible Employees are permitted to enroll to participate in the Takeda ESPP for such Offering Period.

"Fair Market Value" means, as of any particular day, the closing trading price at which transactions in American Depositary Shares take place on the NYSE. If no price is reported for a particular date, "Fair Market Value" will be the closing trading price at which transactions in American Depositary Shares take place on the NYSE on the closest preceding Business Day for which such price is available unless otherwise determined by the Committee. If American Depositary Shares are no longer listed on the NYSE or another established market, the Fair Market Value will be determined in good faith by the Committee in its sole discretion.

"Takeda ESPP Account" means the account established with the Administrator for the purpose of holding the American Depositary Shares purchased under the Takeda ESPP for the Participant.

"Grant Date" means the first Business Day of each Offering Period.

"Group Company" means any company which, from time to time, is under the control of the Company.

"LTI Eligible" means a Participant who, as of the start of an Enrollment Period for an Offering Period, is eligible to receive a long-term incentive compensation award under the Rules of the Takeda Pharmaceutical Company Limited Long Term Incentive Plan or any successor plan, as determined by the Committee in its sole discretion.

"NYSE" means the New York Stock Exchange.

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"Offering Period" means, except as may be otherwise established by the Committee in its sole discretion, each six month period commencing in April and October of each calendar year. For the sake of clarity, the first Offering Period under the Takeda ESPP shall commence on October 1, 2020.

"Participant" means an Eligible Employee who elects to participate in the Takeda ESPP and is granted a Purchase Right.

"Participant Contributions" means the amount of Compensation a Participant has agreed to contribute to the Takeda ESPP (via after-tax payroll deductions) to purchase American Depositary Shares, or such other contributions as may be permitted by the Administrator in instances where a Participant is on an approved leave of absence.

"Participating Group Company" means any Group Company established outside of Japan and designated by the Committee to offer participation in the Takeda ESPP to its employees, as reflected in Appendix A, and as amended from time to time at the sole discretion of the Committee.

"Purchase Date" means a day within three (3) Business Days of the last day of an Offering Period, as determined by the Administrator.

"Purchase Price" means, for each Offering Period, the Discount Percentage applicable to the Participant multiplied by the Fair Market Value of an American Depositary Share on the applicable Purchase Date.

"Purchase Right" means a right granted under the Takeda ESPP to purchase American Depositary Shares.

"TSE" means the Tokyo Stock Exchange.

"WorkDay" means the Company's human resource information system.

3.Eligibility

An Employee may elect to participate in the Takeda ESPP as of the first Offering Period on which such person becomes an Eligible Employee by complying with the enrollment procedures set forth in Section 4.

4.Enrollment

4.1Manner of Enrollment

An Eligible Employee may enroll in the Takeda ESPP and become a Participant in an Offering Period by submitting a properly completed Enrollment Agreement to the Administrator during the Enrollment Period and completing such additional enrollment procedures as may be required. The Administrator shall establish enrollment procedures for the submission of such Enrollment Agreements using written and/or electronic election forms and shall communicate such procedures to all Eligible Employees. An Eligible Employee who does not timely submit a properly completed Enrollment Agreement to the Administrator during the Enrollment Period for an Offering Period and does not complete such additional enrollment procedures as may be required shall not participate in the Takeda ESPP for that Offering Period. For the sake of clarity, a Participant must enroll separately for each Offering Period provided under the Takeda ESPP in accordance with the procedures established herein.

4.2Participant Contribution via Payroll Deductions

Except as provided in Section 4.7 below, American Depositary Shares acquired under the Takeda ESPP may be paid for only by means of Participant Contributions from a Participant's Compensation accumulated during the Offering Period. Participant Contributions shall commence on the first pay day of each Offering Period and shall continue to be deducted each pay day through the end of the Offering Period, unless as otherwise determined herein.

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4.3Amount of Participant Contributions

An Eligible Employee who elects to enroll in the Takeda ESPP as a Participant shall designate in the Enrollment Agreement a fixed amount (in local currency) of his or her Compensation to be deducted each pay period during the Offering Period on an after-tax basis and paid into the Takeda ESPP for the purchase of American Depositary Shares. The minimum amount of a Participant's Participant Contributions for each pay period shall be the local currency equivalent (as determined by the Administrator prior to the applicable Offering Period) of Fifteen U.S. Dollars (USD 15.00), and the maximum amount of a Participant's Participant Contributions for each Offering Period shall be the local currency equivalent (as determined by the Administrator prior to the applicable Offering Period) of USD 7,500 (subject to such further limitations as provided in the Takeda ESPP). Notwithstanding the foregoing, the Committee may change the Participant Contribution limits for any future Offering Period and may, for the sake of clarity, establish the Participant Contribution limits as a percentage of a Participant's Compensation (rather than as a fixed amount).

4.4No Interest on Participant Contributions

Except as may be otherwise determined by the Committee or required pursuant to applicable law, interest shall not be paid on a Participant's Participant Contributions to the Takeda ESPP for the purchase of American Depositary Shares.

4.5No Changes to Participant Contributions

Except as may be otherwise determined by the Administrator or required pursuant to applicable law, a Participant may not elect to change the amount of Participant Contributions during an Offering Period.

4.6Suspension of Participant Contributions

The Administrator may, in its sole discretion, suspend a Participant's Participant Contributions under the Takeda ESPP as it deems advisable in order to comply with the various limitations provided in the Takeda ESPP.

4.7Prohibition on Participant Contributions via Payroll Deductions

The payroll deduction provisions applicable to Participant Contributions hereunder shall not apply to Participants employed in countries where payroll deductions are prohibited under local law. Such Participants shall be permitted to make Participant Contributions to the Takeda ESPP for the purchase of American Depositary Shares through such other form(s) of contribution as may be designated by the Committee and permitted under local law, and which are specified under an applicable Sub-Plan.

4.8Employee Trust

The Company and any Participating Group Company may provide Participant Contributions and other monies contributed by the Company and/or Participating Group Company to a trust or other third party independent vehicle established for purposes of the Takeda ESPP (an "Employee Trust") to acquire American Depositary Shares for the purposes of the Takeda ESPP, or enter into any guarantee or indemnity for those purposes, to the extent permitted by applicable law.

4.9Bookkeeping Accounts for Participant Contributions

Individual bookkeeping accounts shall be maintained for each Participant to reflect the Participant Contributions to the Takeda ESPP for the purchase of American Depositary Shares by such Participant. All Participant Contributions to the Takeda ESPP shall be deposited with the general funds of the Company or the applicable Participating Group Company, and may be used by the Company or the applicable Participating Group Company for any corporate purpose. Notwithstanding the foregoing, to the extent required under local law, the Participant Contributions to the Takeda ESPP for the purchase of American Depositary Shares by Participants shall be held in a segregated bank account and shall not be commingled with the general funds of the Company or the applicable Participating Group Company. Until American Depositary Shares are deposited into each Participant's Takeda ESPP Account following the Purchase Date, Participants only shall have the rights of an unsecured creditor,

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although Participants in specified Offering Periods may have additional rights where required under local law, as determined by the Administrator.

4.10Currency Conversion

For Participants paid in currencies other than U.S. dollars, the exchange rate for determining the currency conversion of Participant Contributions from local currency to U.S. dollars shall be based on a spot rate five (5) business days prior to the end of the Offering Period (or such other period as the Administrator may determine in its sole discretion). Further, the timing and manner of the conversion of Participant Contributions from local currency to U.S. dollars shall be determined by the Administrator in its sole discretion. In this regard, such determination can be made on a country-by-country basis or by reference to any other criteria which the Administrator deems relevant.

5.Grant of Purchase Rights

5.1General

On each Grant Date, the Company shall grant to each Participant a Purchase Right under the Takeda ESPP to purchase American Depositary Shares.

5.2Term of Purchase Right

Each Purchase Right shall have a term equal to the length of the Offering Period to which the Purchase Right relates, and each unexercised Purchase Right shall expire on the last day of the Offering Period.

5.3Number of American Depositary Shares Subject to a Purchase Right

On the Grant Date for each Offering Period, each Participant shall be granted a Purchase Right to purchase for such Offering Period (at the applicable Purchase Price) up to a maximum number of American Depositary Shares determined by dividing such Participant's Participant Contributions for such Offering Period by the applicable Purchase Price for the Offering Period.

5.4Transferability

Participant Contributions and any rights with regard to the purchase of American Depositary Shares pursuant to a Purchase Right granted under the Takeda ESPP may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as otherwise determined in the Takeda ESPP) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.

6.Exercise of Purchase Rights and Purchase of American Depositary Shares

6.1Exercise of Purchase Right

The Purchase Right for each Participant automatically shall be exercised on each Purchase Date and such Participant automatically shall acquire the number of whole American Depositary Shares determined by dividing (a) the total amount of the Participant's Participant Contributions accumulated during the Offering Period, by (b) the applicable Purchase Price for the Participant. Any unused Participant Contributions of a Participant following any Purchase Date shall be refunded, without interest, to the Participant as soon as reasonably practicable. For the sake of clarity, the Administrator will or will have its clearing broker independently of the Company and the Participating Group Companies process the purchase of American Depositary Shares in the open market without undue delay, using best execution principles, when the Purchase Right for each Participant is automatically exercised on each Purchase Date.

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6.2Oversubscription

In connection with each Offering Period made under the Takeda ESPP, the Committee may specify a maximum aggregate number of American Depositary Shares that may be purchased by all Participants pursuant to such Offering Period. If the aggregate purchase of American Depositary Shares issuable upon exercise of Purchase Rights granted under the Offering Period would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata (based on each Participant's accumulated Participant Contributions for such Offering Period) allocation of the American Depositary Shares available will be made in as nearly a uniform manner as will be practicable and equitable.

6.3Delivery of American Depositary Shares to Takeda ESPP Accounts

As soon as reasonably practicable after each Purchase Date, the Administrator shall deliver the whole number of American Depositary Shares acquired by the Participant on such Purchase Date to the Participant's Takeda ESPP Account. When the Administrator has delivered the whole number of American Depositary Shares acquired by the Participant to the Participant's Takeda ESPP Account, the Participant will be considered the beneficial owner of the American Depositary Shares held therein. For the sake of clarity, at no time will the Company or the Participating Group Companies have actual or beneficial ownership rights (including voting rights and the right to receive dividends) to the American Depositary Shares acquired by the Participant and held in the Participant's Takeda ESPP Account.

6.4Dividends; No Dividend Reinvestment

Any dividends paid on the American Depositary Shares acquired under the Takeda ESPP (and credited to the Participant's Takeda ESPP Account by the Administrator with an effective date on or before the applicable ex-dividend date) shall be credited to the Participant's Takeda ESPP Account. [Note to Equity Comp: Please confirm whether you want the option here to amend given you have mentioned that the dividend adds a layer of complexity administratively.]

6.5Tax Withholding

At the time a Participant's Purchase Right is exercised or at the time a Participant disposes of some or all of the American Depositary Shares the Participant acquired under the Takeda ESPP, the Participant shall make adequate provision for the tax withholding obligations of the Company or the applicable Participating Group Company that arise upon exercise of the Purchase Right or upon such disposition of the American Depositary Shares, if any, in accordance with such procedures and withholding methods as may be established by the Administrator in its sole discretion. The Company or the applicable Participating Group Company may, but shall not be obligated to, withhold the amount necessary to meet any such withholding obligations from any compensation or other amounts payable to the Participant, or may require the Participant to personally make a payment to the Company or the applicable Participating Group Company equal to the required tax withholding amount in instances where a Participant is on an approved leave of absence.

6.6Expiration of Purchase Right

Any portion of a Participant's Purchase Right remaining unexercised at the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of such Offering Period.

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6.7Reports to Participants

Each Participant who has exercised all or part of his or her Purchase Right shall receive, as soon as reasonably practicable after the Purchase Date, a report of such Participant's Takeda ESPP Account setting forth the total Participant Contributions accumulated prior to such exercise, the number of American Depositary Shares purchased, the Purchase Price for such American Depositary Shares, the applicable Purchase Date and the cash balance, if any, remaining immediately after such purchase that is to be refunded to the Participant. The report may be delivered in such form and by such means, including by electronic transmission, as the Administrator may determine.

6.8No Required Holding Period

Except as may be otherwise determined by the Committee, any American Depositary Shares purchased by a Participant pursuant to the Takeda ESPP shall not be subject to any required holding period before a Participant may sell or otherwise dispose of such American Depositary Shares at the Participant's sole discretion.

6.9Clawback/Recoupment Policy

Notwithstanding anything contained herein to the contrary, all American Depositary Shares acquired pursuant to the Takeda ESPP shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant.

7.Termination of Employment

7.1In General

Except as may be otherwise determined by the Committee or required pursuant to applicable law, in the event that (a) the employment of a Participant terminates for any reason during an Offering Period, except in the case of a transfer of employment addressed in Section 7.2 below, or (b) a Participant ceases to be an Eligible Employee during an Offering Period, the Participant's participation in the Takeda ESPP and any rights thereunder shall terminate immediately and thereupon, automatically and without any further act on his or her part, such Participant's Participant Contribution authorization shall terminate. Any Participant Contributions credited to the Participant that have not yet been applied towards the purchase of American Depositary Shares shall, as soon as reasonably practicable following such termination of employment, be returned to the Participant (without interest, unless otherwise required under applicable law).

7.2Transfer of Employment

Except as may be otherwise determined by the Committee:

7.2.1if a Participant transfers employment from a Participating Group Company to a non-Participating Group Company during any Offering Period, (a) the Participant's Contributions shall cease as of the date of the Participant's transfer, (b) any accumulated Contributions shall be refunded as soon as reasonably practicable by the Participating Group Company, and (c) the Participant's participation in the Takeda ESPP shall terminate.

7.2.2If a Participant transfers employment from one Participating Group Company to another Participating Group Company within the same country during an Offering Period, the Participant shall continue participation in the Offering Period on an uninterrupted basis.

7.2.3If a Participant transfers employment from a Participating Group Company in one country to another Participating Group Company in another country during an Offering Period, (a) the Participant's Contributions shall cease as of the date of the Participant's transfer, and (b) any accumulated Contributions shall be used to purchase American Depositary Shares on the applicable Purchase Date.

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7.3No Voluntary Withdrawal

Except as may be otherwise determined by the Administrator or required pursuant to applicable law, a Participant may not voluntarily withdraw from the Takeda ESPP during any Offering Period.

7.4Administrative Costs for Takeda ESPP Accounts of Terminated Participants

Responsibility for payment of administrative costs to maintain a terminated Participant's Takeda ESPP Account may be transferred from the Company to the terminated Participant, as determined by the Administrator from time to time.

8.Administration of the Takeda ESPP

8.1General

The Takeda ESPP will be administered by the Committee. The Committee is vested with full authority to administer, interpret and make rules regarding the operation, administration and oversight of the Takeda ESPP, as well as the authority to designate any Group Company as a Participating Group Company for purposes of the Takeda ESPP. The Committee shall have the authority to interpret the Takeda ESPP as it may deem advisable and to make determinations that shall be final, binding and conclusive upon all persons. Subject to the provisions of the Takeda ESPP, the Committee shall determine all of the relevant terms and conditions of any rights under the Takeda ESPP, including (but not limited to) the Offering Period, the Discount Percentage, and any limitations on the amount of Participant Contributions or the number of American Depositary Shares that may be acquired during any Offering Period. The Board, the Committee and the Administrator shall not be liable for any action or determination made in good faith with respect to the Takeda ESPP. All expenses incurred in connection with the operation and administration of the Takeda ESPP shall be paid by the Company.

8.2Delegation of Authority

The Committee may delegate some of its power and authority hereunder to the Administrator or an Authorized Officer as the Committee deems appropriate and to the extent permitted under the Companies Act and any other applicable laws. The Committee may delegate other of its administrative powers under the Takeda ESPP to the extent permitted under the Companies Act and any other applicable laws. References to the "Committee" in the Takeda LTIP shall include any party to whom authority is duly delegated in accordance with this Section 8.2.

8.3Policies and Procedures

To the extent not inconsistent with the Takeda ESPP, the Committee may authorize and establish such rules and regulations as it may determine to be advisable to make the Takeda ESPP effective or to provide for its operation and administration, and may take such other action with regard to the Takeda ESPP as it shall deem advisable to effectuate its purpose.

8.4Sub-Plans of the Takeda ESPP

The Committee may, in its sole discretion, establish sub-plans of the Takeda ESPP for purposes of effectuating the participation of Eligible Employees employed in any country outside of Japan. For purposes of the foregoing, the Committee may establish one or more sub-plans to: (a) amend or vary the terms of the Takeda ESPP in order to conform such terms with the laws, rules and regulations of the country where a Participating Group Company is located; (b) amend or vary the terms of the Takeda ESPP in the country where a Participating Group Company is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions for Participants or a Participating Group Company, or (c) amend or vary the terms of the Takeda ESPP in the country where a Participating Group Company is located as it considers necessary or desirable to meet the goals and objectives of the Takeda ESPP. Each sub-plan established pursuant to this Section 8.4 shall be reflected in a written appendix to the Takeda ESPP for each Participating Group Company in such country. To the extent not prohibited under applicable law, the Committee may delegate its

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authority and responsibilities under this Section 8.4 to an Authorized Officer as the Committee deems appropriate and to the extent permitted under the Companies Act and any other applicable laws.

9.Recapitalization, Reorganization and Change of Control

9.1Adjustments for Changes in Capital Structure

In the event of any stock dividend, extraordinary cash dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, or in the event of any merger (including a merger effected for the purpose of changing the Company's domicile), sale of assets, spin-off or other reorganization in which the Company is a party, appropriate adjustments shall be made to each Purchase Right and to the Purchase Price. If a majority of the shares of Common Stock are exchanged for, converted into, or otherwise become (whether or not pursuant to a Change of Control as described in Section 9.2 below) shares of another corporation, the Committee may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for new shares of stock. In the event of any such amendment, the number and kind of shares of stock subject to, and the Purchase Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Committee, in its sole discretion. In no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Committee pursuant to this Section 9.1 shall be final, binding and conclusive. Notwithstanding the foregoing, upon the occurrence of any event covered under this Section 9.1, the Committee may, in its sole discretion, terminate the existing Offering Period and refund all accumulated and unused Participant Contributions to Participants.

9.2Change of Control

In the event of a Change of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "Acquiring Company"), may assume the Company's rights and obligations under the Takeda ESPP. If the Acquiring Company elects not to assume the Company's rights and obligations under outstanding Purchase Rights, the Committee may determine, in its sole discretion, to either (a) accelerate the Purchase Date of the then current Offering Period to a date before the date of the Change of Control, or (b) terminate the then current Offering Period and refund all Participant Contributions. All Purchase Rights that are neither assumed by the Acquiring Company in connection with the Change of Control nor exercised as of the date of the Change of Control shall terminate and cease to be outstanding effective as of the date of the Change of Control.

10.Amendment and Termination of Takeda ESPP

The Board or, to the extent permitted by applicable law, the Committee may amend, modify, suspend or terminate the Global ESPP as it shall deem advisable; provided, however, that no amendment to the Global ESPP shall be effective without the approval of the Company's stockholders if shareholder approval is required by applicable law, rule or regulation, and any rule of the TSE or NYSE, or any other stock exchange on which the American Depositary Shares are then traded; provided further, that no amendment may materially impair the rights of a Participant with respect to an outstanding Purchase Right without the consent of such Participant, unless such amendment is necessary or advisable to comply with applicable laws, as determined by the Board.

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11.Miscellaneous

11.1Securities Laws

The offer, issuance or sale of any American Depositary Shares under the Takeda ESPP shall not become effective (a) until the completion of all necessary procedures under the Companies Act, the Financial Instruments and Exchange Act and the Securities Act of 1933, as amended, as well as those under other Japanese and U.S. federal, state or non-U.S. laws, rules or regulations, or the requirements of any stock exchange upon which the American Depositary Shares may then be listed, as the Company or the Committee deems applicable, or (b) unless, in the opinion of legal counsel for the Company, there is an exemption from the requirements of such laws, rules, regulations, or requirements available for the offer, issuance, and sale of such American Depositary Shares. Further, all American Depositary Shares acquired pursuant to the Takeda ESPP shall be subject to the Company's policies concerning compliance with securities laws and regulations, as such policies may be amended from time to time. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any American Depositary Shares under the Takeda ESPP shall relieve the Company of any liability in respect of the failure to issue or sell such American Depositary Shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

11.2No Rights to Employment

Nothing in the Takeda ESPP or any instrument executed pursuant hereto shall confer upon any Employee any right to continue in the employ of the Company or any Participating Group Company, nor shall anything in the Takeda ESPP affect the right of the Company or a Participating Group Company to terminate the employment of any Employee, with or without cause.

11.3Severability

If any particular provision of the Takeda ESPP is found to be invalid or otherwise unenforceable, such determination shall not affect the other provisions of the Takeda ESPP, but the Takeda ESPP shall be construed in all respects as if such invalid provision were omitted.

11.4Governing Law and Jurisdiction

The validity, interpretation and administration of the Takeda ESPP and of any rules, regulations, determinations or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of Japan (regardless of the laws that might be applicable under principles of conflicts of laws). Without limiting the generality of the foregoing, the period within which any action in connection with the Takeda ESPP must be commenced shall be governed by the laws of Japan (regardless of the laws that might be applicable under principles of conflicts of laws), without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought.

11.5Headings

Headings are given to the Sections and subsections of the Takeda ESPP solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Takeda ESPP.

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APPENDIX A

Listing of Participating Group Companies - As of April 2023

Participating Group Company	Country of Incorporation	Commencement Date of Initial Offering Period
TAKEDA AUSTRIA GMBH AND AUSTRIAN SUBSIDIARIES	Austria	1 April 2021
TAKEDA PHARMA GES.M.B.H.	Austria	1 April 2021
TAKEDA MANUFACTURING AUSTRIA AG	Austria	1 April 2021
BAXALTA INNOVATIONS GMBH	Austria	1 April 2021
TAKEDA PHARMA LTDA.	Brazil	1 April 2021
TAKEDA DISTRIBUIDORA LTDA.	Brazil	1 April 2021
TAKEDA CANADA, INC.	Canada	1 October 2021
TAKEDA (CHINA) HOLDINGS COMPANY LIMITED	China	1 October 2021
TIANJIN TAKEDA PHARMACEUTICAL COMPANY LIMITED	China	1 October 2021
TAKEDA (CHINA) INTERNATIONAL TRADING COMPANY LIMITED	China	1 October 2021
TAKEDA PHARMACEUTICALS (CHINA) COMPANY LIMITED	China	1 October 2021
TAKEDA APAC BIOPHARMACEUTICAL R&D LTD	China	1 April 2021
TAKEDA FRANCE S.A.S.	France	1 October 2021
TAKEDA GMBH	Germany	1 April 2021
TAKEDA PHARMA VERTRIEB GMBH CO. KG	Germany	1 April 2021
TAKEDA PHARMACEUTICALS INTL AG IRELAND BRANCH	Ireland	1 April 2023
TAKEDA IRELAND LIMITED	Ireland	1 April 2023
SHIRE PHARMACEUTICAL SERVICES IRELAND LIMITED	Ireland	1 April 2023
SHIRE IRELAND FINANCE TRADING LTD	Ireland	1 April 2023
TAKEDA PRODUCTS IRELAND LIMITED	Ireland	1 April 2023
TAKEDA ITALIA S.P.A.	Italy	1 April 2021
TAKEDA MANUFACTURING ITALIA SPA. (FORMERLY BAXTER MANUFACTURING S.P.A.)	Italy	1 April 2021
TAKEDA PHARMA	Poland	1 April 2023
TAKEDA SCE	Poland	1 April 2023
TAKEDA DEVELOPMENT CENTER ASIA, PTE LTD	Singapore	1 October 2020
TAKEDA VACCINES PTE, LTD	Singapore	1 October 2020
TAKEDA PHARMACEUTICALS (ASIA PACIFIC) PTE LTD	Singapore	1 October 2020
TAKEDA PHARMACEUTICAL INTERNATIONAL AG (SINGAPORE BRANCH)	Singapore	1 October 2020

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CELL THERAPY TECH CENTER	Spain	1 April 2023
TAKEDA PHARMACEUTICAL SPAIN	Spain	1 April 2023
TAKEDA PHARMA AG	Switzerland	1 October 2020
TAKEDA PHARMACEUTICALS INTERNATIONAL AG	Switzerland	1 October 2020
BAXALTA MANUFACTURING SARL (NEUCHATEL)	Switzerland	1 October 2020
TAKEDA UK LTD.	United Kingdom	1 April 2021
TAKEDA INTERNATIONAL UK BRANCH	United Kingdom	1 April 2021
TAKEDA PHARMACEUTICALS U.S.A., INC.	United States of America	1 October 2020
TAKEDA PHARMACEUTICALS PUERTO RICO	United States of America	1 October 2020
TAKEDA PHARMACEUTICALS AMERICA, INC.	United States of America	1 October 2020
TAKEDA DEVELOPMENT CENTER AMERICAS, INC.	United States of America	1 October 2020
TAKEDA VACCINES, INC.	United States of America	1 October 2020
TAKEDA VENTURES, INC.	United States of America	1 October 2020
TAKEDA MANUFACTURING U.S.A., INC	United States of America	1 October 2020
SHIRE HUMAN GENETIC THERAPIES, INC.	United States of America	1 October 2020
BIOLIFE PLASMA SERVICES, LP	United States of America	1 October 2020
BAXALTA U.S., INC.	United States of America	1 October 2020

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