SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| THURGAUERSTRASSE 130, |
| 8152 GLATTPARK-OPFIKON |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd.
[ MYOV ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
03/19/2018
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
|
2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
|
4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
03/19/2018 |
|
S |
|
7,420,625 |
D
|
$18.67
|
0
|
D |
|
| Common Stock |
03/19/2018 |
|
P |
|
7,420,625 |
A
|
$18.67
|
7,420,625
|
I |
By Millennium
Pharmaceuticals
, Inc.
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| THURGAUERSTRASSE 130, |
| 8152 GLATTPARK-OPFIKON |
(Street)
|
1. Name and Address of Reporting Person*
| 12-10, NIHONBASHI 2-CHOME, CHUO-KU |
|
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| JUPITERSTRAAT 250, 2132 HK |
|
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Chad Diehl, Attorney in Fact |
03/21/2018 |
|
/s/ Chad Diehl, Attorney in Fact |
03/21/2018 |
|
/s/ Chad Diehl, Attorney in Fact |
03/21/2018 |
|
/s/ Chad Diehl, Attorney in Fact |
03/21/2018 |
|
/s/ Chad Diehl, Attorney in Fact |
03/21/2018 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these present, that Takeda Pharmaceuticals International AG, a
public limited company incorporated under the laws of Switzerland, registered
with the commercial register of Canton Zurich under CHE-113.444.401 and with
business address at Thurgauerstrasse 130, 8152 Glattpark - Opfikon (Zurich)
("TPIZ") hereby constitutes and appoints each of Paul Sundberg, Chad Diehl and
Brett Budzinski, signing singly, as the TPIZ's true and lawful attorney-in-fact
to:
(1) prepare, execute in TPIZ's name and on TPIZ's behalf, and submit to
the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling TPIZ to make
electronic filings with the SEC of Reports required by Sections 13 and
16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;
(2) prepare and file on behalf of TPIZ any and all reports, notices,
communications and other documents (including, but not limited to,
reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that
TPIZ may be required to file with the SEC pursuant to the Securities
Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as
amended (together with the implementing regulations thereto, the
"Exchange Act") (collectively, the "Reports") with respect to TPIZ's
ownership of, or transactions in, the securities of any entity whose
securities are beneficially owned (directly or indirectly) by TPIZ
(each an "Portfolio Company" and collectively "Portfolio Companies");
(3) do and perform any and all acts for and on behalf of TPIZ which may be
necessary or desirable to complete and execute any such Reports,
complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and any stock exchange or similar
authority;
(4) complete for and on behalf of TPIZ, execute in TPIZ's name and on
TPIZ's behalf, and submit to the requestor thereof, any
questionnaires, documents or other materials that are requested in
connection with any (i) equity or debt offering by a Portfolio Company
and (ii) exercise by TPIZ of voting or proxy rights in connection with
TPIZ's equitiownership of any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, TPIZ, it
being understood that the documents executed by such attorney-in-fact
on behalf of TPIZ pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.
TPIZ hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as TPIZ might or could do if the
legal representatives of TPIZ were personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.
TPIZ acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of TPIZ, are not assuming nor relieving any ofTPIZ's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
TPIZ acknowledges that none of the foregoing attorneys-in-fact assume (i) any
liability for TPIZ's responsibility to comply with the requirements of the Act
or the Exchange Act, (ii) any liability of TPIZ for any failure to comply with
such requirements or (iii) any obligation or liability of TPIZ for profit
disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until TPIZ is
no longer required to file any Reports with respect to TPIZ's ownership of, or
transactions in, the securities of Portfolio Companies, unless earlier revoked
by TPIZ at any time at its sole discretion. This Power of Attorney shall expire
as to any individual attorney-in-fact if such attorney-in-fact ceases to serve
as an employee of Takeda Pharmaceutical Company Limited (Japan) or one of its
subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, TPIZ has caused this Power of Attorney to become
effective as of the date set forth below.
TAKEDA PHARMACEUTICALS INTERNATIONAL AG
By: /s/ Nils Kjaergaard
---------------------------------------
Name: ppa. Nils Kjaergaard
---------------------------------------
Title: VP. General Counsel Europe and Canada
---------------------------------------
Date:
---------------------------------------
TAKEDA PHARMACEUTICALS INTERNATIONAL AG
By: /s/ Mirjam von Zedtwitz
---------------------------------------
Name: Takeda Pharmaceuticals International AG
ppa. Mirjam von Zedtwitz
---------------------------------------
Title: Associate General Counsel Corporate
---------------------------------------
Date:
---------------------------------------
POWER OF ATTORNEY
Know all by these present, that Takeda Pharmaceutical Company Limited (the
"Reporting Person") hereby constitutes and appoints each of Paul Sundberg, Chad
Diehl and Brett Budzinski, signing singly, as the Reporting Person's true and
lawful attorney-in-fact to:
(1) prepare, execute in the Reporting Person's name and on the Reporting
Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the Reporting Person to make electronic filings
with the SEC of Reports required by Sections 13 and 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) prepare and file on behalf of the Reporting Person any and all
reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4
and Form 5) that the Reporting Person may be required to file with the
SEC pursuant to the Securities Act of 1933, as amended (together with
the implementing regulations thereto, the "Act") and the Securities
Exchange Act of 1934, as amended (together with the implementing
regulations thereto, the "Exchange Act") (collectively, the "Reports")
with respect to the Reporting Person's ownership of, or transactions
in, the securities of any entity whose securities are beneficially
owned (directly or indirectly) by the Reporting Person ("Portfolio
Companies");
(3) do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any
such Reports, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock exchange
or similar authority;
(4) complete for and on behalf of the Reporting Person, execute in the
Reporting Person's name and on the Reporting Person's behalf, and
submit to the requestor thereof, any questionnaires, documents or
other materials that are requested in connection with any (i) equity
or debt offering by a Portfolio Company and (ii) exercise by the
Reporting Person of voting or proxy rights in connection with the
Reporting Person's equity ownership of any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
Reporting Person, it being understood that the documents executed by
such attorney-in-fact on behalf of the Reporting Person pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The Reporting Person hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if the legal representatives of the Reporting Person
were personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The Reporting Person
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Reporting Person, are not assuming nor relieving any of
the Reporting Person's responsibilities to comply with Section 13 or Section 16
of the Exchange Act. The Reporting Person acknowledges that none of the
foregoing attorneys-in-fact assume (i) any liability for the Reporting Person's
responsibility to comply with the requirements of the Act or the Exchange Act,
(ii) any liability of the Reporting Person for any failure to comply with such
requirements or (iii) any obligation or liability of the Reporting Person for
profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of Portfolio
Companies, unless earlier revoked by the Reporting Person at any time at its
sole discretion. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to serve as an employee of a
subsidiary of the Reporting Person.
[Signature page follows]
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney
to become effective as of the date set forth below.
TAKEDA PHARMACEUTICAL COMPANY LIMITED
By: /s/ James Kehoe
---------------------------------
Name: James Kehoe
---------------------------------
Title: Chief Financial Officer
---------------------------------
Date: November 27, 2017
---------------------------------
POWER OF ATTORNEY
Know all by these present, that Takeda A/S, a stock limited company
incorporated under the laws of Denmark, and with business address at Dybendal
Alle 10, 2630 Taastrup, Denmark ("Takeda A/S") hereby constitutes and appoints
each of Paul Sundberg, Chad Diehl and Brett Budzinski, signing singly, as Takeda
A/S 's true and lawful attorney-in-fact to:
(1) prepare, execute in Takeda A/S's name and on Takeda A/S's behalf, and
submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling Takeda
A/S to make electronic filings with the SEC of Reports required by
Sections 13 and 16(a) of the Securities Exchange Act of 1934 or any
rule or regulation of the SEC;
{2) prepare and file on behalf of Takeda A/S any and all reports, notices,
communications and other documents (including, but not limited to,
reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that
Takeda A/S may be required to file with the SEC pursuant to the
Securities Act of 1933, as amended (together with the implementing
regulations thereto, the "Act") and the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto,
the "Exchange Act") (collectively, the "Reports") with respect to
Takeda A/S's ownership of, or transactions in, the securities of any
entity whose securities are beneficially owned {directly or
indirectly) by Takeda A/S {each an "Portfolio Company" and
collectively "Portfolio Companies");
(3) do and perform any and all acts for and on behalf of Takeda A/S which
may be necessary or desirable to complete and execute any such
Reports, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority;
(4) complete for and on behalf of Takeda A/S, execute in Takeda A/S's name
and on Takeda A/S's behalf, and submit to the requestor thereof, any
questionnaires, documents or other materials that are requested in
connection with any (i) equity or debt offering by a Portfolio Company
and (ii) exercise by Takeda A/S of voting or proxy rights in
connection with Takeda A/S's equity ownership of any Portfolio
Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
A/S, it being understood that the documents executed by such attorney-
in-fact on behalf of Takeda A/S pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's
discretion.
Takeda A/S hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Takeda A/S might or
could do if the legal representatives of Takeda A/S were personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. Takeda A/S acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of Takeda A/S, are not assuming
nor relieving any of Takeda A/S's responsibilities to comply with Section 13 or
Section 16 of the Exchange Act. Takeda A/S acknowledges that none of the
foregoing attorneys-in-fact assume (i) any liability for Takeda A/S's
responsibility to comply with the requirements of the Act or the Exchange Act,
(ii) any liability of Takeda A/S for any failure to comply with such
requirements or (iii) any obligation or liability of Takeda A/S for profit
disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
A/S is no longer required to file any Reports with respect to Takeda A/S's
ownership of, or transactions in, the securities of Portfolio Companies, unless
earlier revoked by Takeda A/S at any time at its sole discretion. This Power of
Attorney shall expire as to any individual attorney-in-fact if such attorney-in-
fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited
(Japan) or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, Takeda A/S has caused this Power of Attorney to become
effective as of the date set forth below.
TAKEDA A/S
By: /s/ Patrik Forsell
-----------------------------
Name: Patrik Forsell
Title: Managing Director
Date: 12/12 - 2017
-----------------------------
POWER OF ATTORNEY
Know all by these present, that Takeda Europe Holdings B.V., a private
limited liability company incorporated under the laws of the Netherlands, and
with a business address at Jupiterstraat 250, 2132 HK Hoofddorp, Netherlands
("Takeda Europe") hereby constitutes and appoints each of Paul Sundberg, Chad
Diehl and Brett Budzinski, signing singly, as Takeda Europe's true and lawful
attorney-in-fact to:
(1) prepare, execute in Takeda Europe's name and on Takeda Europe's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling Takeda Europe to make electronic filings with the SEC of
Reports required by Sections 13 and 16(a) of the Securities Exchange
Act of 1934 or any rule or regulation of the SEC;
(2) prepare and file on behalf of Takeda Europe any and all reports,
notices, communications and other documents (including, but not
limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and
Form 5) that Takeda Europe may be required to file with the SEC
pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act") and the Securities
Exchange Act of 1934, as amended (together with the implementing
regulations thereto, the "Exchange Act") (collectively, the "Reports")
with respect to Takeda Europe's ownership of, or transactions in, the
securities of any entity whose securities are beneficially owned
(directly or indirectly) by Takeda Europe (each an "Portfolio Company"
and collectively "Portfolio Companies");
(3) do and perform any and all acts for and on behalf of Takeda Europe
which may be necessary or desirable to complete and execute any such
Reports, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority;
(4) complete for and on behalf of Takeda Europe, execute in Takeda
Europe's name and on Takeda Europe's behalf, and submit to the
requestor thereof, any questionnaires, documents or other materials
that are requested in connection with any (i) equity or debt offering
by a Portfolio Company and (ii) exercise by Takeda Europe of voting or
proxy rights in connection with Takeda Europe's equity ownership of
any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
Europe, it being understood that the documents executed by such
attorney-in-fact on behalf of Takeda Europe pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
Takeda Europe hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Takeda Europe might or
could do if the legal representatives of Takeda Europe were personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. Takeda Europe acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of Takeda Europe, are not
assuming nor relieving any of Takeda Europe's responsibilities to comply with
Section 13 or Section 16 of the Exchange Act. Takeda Europe acknowledges that
none of the foregoing attorneys-in-fact assume (i) any liability for Takeda
Europe's responsibility to comply with the requirements of the Act or the
Exchange Act, (ii) any liability of Takeda Europe for any failure to comply with
such requirements or (iii) any obligation or liability of Takeda Europe for
profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
Europe is no longer required to file any Reports with respect to Takeda Europe's
ownership of, or transactions in, the securities of Portfolio Companies, unless
earlier revoked by Takeda Europe at any time at its sole discretion. This Power
of Attorney shall expire as to any individual attorney-in-fact if such attorney-
in-fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited
(Japan) or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, Takeda Europe has caused this Power of Attorney to
become effective as of the date set forth below.
TAKEDA EUROPE HOLDINGS B.V.
By: /s/ Remco van Rhoon
---------------------------------
Name: Remco van Rhoon
Title: Managing Director
Date: 29 November 2017
---------------------------------
TAKEDA EUROPE HOLDINGS B.V.
By: /s/ Manoj Bhojwani
---------------------------------
Name: Manoj Bhojwani
Title: Managing Director
Date: 4/Dec/2017
---------------------------------
POWER OF ATTORNEY
Know all by these present, that Takeda Pharma A/S, a stock limited company
incorporated under the laws of Denmark, and with business address at Dybendal
Alle 10, 2630 Taastrup, Denmark ("Takeda Pharma A/S") hereby constitutes and
appoints each of Paul Sundberg, Chad Diehl and Brett Budzinski, signing singly,
as Takeda Pharma A/S's true and lawful attorney-in-fact to:
(1) prepare, execute in Takeda Pharma A/S's name and on Takeda Pharma
A/S's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling Takeda Pharma A/S to make electronic filings with
the SEC of Reports required by Sections 13 and 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
(2) prepare and file on behalf of Takeda Pharma A/S any and all reports,
notices, communications and other documents (including, but not
limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and
Form 5) that Takeda Pharma A/S may be required to file with the SEC
pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act") and the Securities
Exchange Act of 1934, as amended (together with the implementing
regulations thereto, the "Exchange Act") (collectively, the "Reports")
with respect to Takeda Pharma A/S's ownership of, or transactions in,
the securities of any entity whose securities are beneficially owned
(directly or indirectly) by Takeda Pharma A/S (each an "Portfolio
Company" and collectively "Portfolio Companies");
(3) do and perform any and all acts for and on behalf of Takeda Pharma A/S
which may be necessary or desirable to complete and execute any such
Reports, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority;
(4) complete for and on behalf of Takeda Pharma A/S, execute in Takeda
Pharma A/S's name and on Takeda Pharma A/S's behalf, and submit to the
requestor thereof, any questionnaires, documents or other materials
that are requested in connection with any (i) equity or debt offering
by a Portfolio Company and (ii) exercise by Takeda Pharma A/S of
voting or proxy rights in connection with Takeda Pharma A/S's equity
ownership of any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
Pharma A/S, it being understood that the documents executed by such
attorney-in-fact on behalf of Takeda Pharma A/S pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
Takeda Pharma A/S hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as Takeda Pharma
A/S might or could do if the legal representatives of Takeda Pharma AJS were
personally present, hereby ratifying and confirming all that such attorney-in-
fact shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. Takeda Pharma A/S acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
Takeda Pharma A/S, are not assuming nor relieving any of Takeda Pharma A/S's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
Takeda Pharma A/S acknowledges that none of the foregoing attorneys-in-fact
assume (i) any liability for Takeda Pharma A/S's responsibility to comply with
the requirements of the Act or the Exchange Act, (ii) any liability of Takeda
Pharma A/S for any failure to comply with such requirements or (iii) any
obligation or liability of Takeda Pharma A/S for profit disgorgement under
Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
Pharma A/S is no longer required to file any Reports with respect to Takeda
Pharma A/S's ownership of, or transactions in, the securities of Portfolio
Companies, unless earlier revoked by Takeda Pharma A/S at any time at its sole
discretion. This Power of Attorney shall expire as to any individual attorney-
in-fact if such attorney-in-fact ceases to serve as an employee of Takeda
Pharmaceutical Company Limited (Japan) or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, Takeda Pharma A/S has caused this Power of Attorney to
become effective as of the date set forth below.
TAKEDA PHARMA A/S
By: /s/ Patrik Forsell
-----------------------------
Name: Patrik Forsell
Title: Managing Director
Date: 12/12-2017
----------------------------
