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Form S-8 TAKEDA PHARMACEUTICAL

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October 28, 2021 6:33 AM EDT


As filed with the Securities and Exchange Commission on October 28, 2021
Registration No. 333-

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: +81-3-3278-2 268
(Address of principal executive offices)

Takeda Pharmaceutical Company Limited
Long Term Incentive Plan

(Full title of the plan)


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 ☐



CALCULATION OF REGISTRATION FEE


Name of PlanTitle of each class of Securities to be registered(1)Amount to be registered(2)Proposed maximum aggregate price per share(3)Proposed maximum aggregate offering price(3)Amount of registration fee
Takeda Pharmaceutical Company Limited Long Term Incentive PlanCommon Stock47,800,000$28.08$1,342,224,000.00$124,425.00
(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 Global Long Term Incentive Plan (the “Plan”) 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 Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3) Estimated pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of computing the registration fee. The proposed maximum aggregate price per share is based on ¥3,188.5 per share, the average of the high and low prices per share of Common Stock, as reported on the Tokyo Stock Exchange on October 25, 2021. The average price for Common Stock was translated into U.S. dollars from Japanese yen using the noon buying rate of the Federal Reserve Bank of New York of $1.00 = ¥ 113.54 on October 22, 2021.


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 will be sent or given to participants in the Plan as specified under Rule 428(b)(1) under 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 Plan 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:


(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, 2021 filed with the Commission on June 29, 2021, 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, 2021.

    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

4.2

4.3

5.1

23.1

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




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 October 28, 2021.


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 October 2021.

SignatureCapacity
/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
(Principal Accounting Officer)
Norimasa Takeda
/s/ Ian Clark
External Director
Ian Clark
/s/ Yoshiaki Fujimori
External Director
Yoshiaki Fujimori
/s/ Steven Gillis
External Director
Steven Gillis
/s/ Masato Iwasaki
Representative Director, Japan General Affairs
Masato Iwasaki
/s/ Andrew S. Plump
Director and President, Research and Development
Andrew S. Plump


/s/ Michel Orsinger
External Director
Michel Orsinger
/s/ Olivier Bohuon
External Director
Olivier Bohuon
/s/ Masahiro Sakane
External Director
Masahiro Sakane
/s/ Toshiyuki Shiga
External Director
Toshiyuki Shiga
/s/ Jean-Luc Butel
External Director
Jean-Luc Butel
/s/ Shiro Kuniya
External Director
Shiro Kuniya
/s/ Koji Hatsukawa
External Director
Koji Hatsukawa
/s/ Emiko Higashi
External Director
Emiko Higashi
/s/ Masami Iijima
External Director
Masami Iijima





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 October 2021.


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

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

October 28, 2021

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 October 28, 2021 (the “Registration Statement”) to register under the United States Securities Act of 1933, as amended (the “Securities Act”) an aggregate of 47,800,000 shares of its common stock (the “Shares”) that the Company may issue to eligible Company group employees outside of Japan 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 October 28, 2021 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.



- 2 -

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



Exhibit 23.1


Consent of Independent Registered Public Accounting Firm



The Board of Directors
Takeda Pharmaceutical Company Limited:

We consent to the use of our reports dated June 29, 2021, 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
October 28, 2021


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