Document

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2024

Commission File Number: 001-38757

Takeda Pharmaceutical Company Limited

(Translation of registrant’s name into English)

1-1, Nihonbashi Honcho 2-chome

Chuo-ku, Tokyo 103-8668

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X Form 40-F

Information furnished on this form:

EXHIBIT

Exhibit Number


4.1			Form of $1,100,000,000 5.300% Senior Notes due 2034
4.2			Form of $800,000,000 5.650% Senior Notes due 2044
4.3			Form of $600,000,000 5.650% Senior Notes due 2054
4.4			Form of $500,000,000 5.800% Senior Notes due 2064
5.1			Opinion of Sullivan & Cromwell LLP regarding $1,100,000,000 5.300% Senior Notes due 2034, $800,000,000 5.650% Senior Notes due 2044, $600,000,000 5.650% Senior Notes due 2054 and $500,000,000 5.800% Senior Notes due 2064
5.2			Opinion of Nishimura & Asahi regarding $1,100,000,000 5.300% Senior Notes due 2034, $800,000,000 5.650% Senior Notes due 2044, $600,000,000 5.650% Senior Notes due 2054 and $500,000,000 5.800% Senior Notes due 2064

The registrant hereby incorporates Exhibits 4.1 through 4.4 and 5.1 through 5.2 to this report on Form 6-K by reference in the prospectus that is part of the Registration Statement on Form F-3 (File No. 333-280469) of the registrant, filed with the Securities and Exchange Commission on June 26, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	TAKEDA PHARMACEUTICAL COMPANY LIMITED

Date: July 5, 2024	By:	/s/ Norimasa Takeda
		Norimasa Takeda Chief Accounting Officer and Corporate Controller

Document

EXHIBIT 4.1

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS NOTE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL NOTES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO TAKEDA PHARMACEUTICAL COMPANY LIMITED (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

INTEREST PAYMENTS ON THIS NOTE GENERALLY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS IT IS ESTABLISHED THAT THIS NOTE IS HELD BY OR FOR THE ACCOUNT OF A BENEFICIAL OWNER THAT IS (I) FOR JAPANESE TAX PURPOSES, NEITHER AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PERSON HAVING A SPECIAL RELATIONSHIP WITH THE COMPANY AS DESCRIBED IN ARTICLE 6, PARAGRAPH (4) OF THE ACT ON SPECIAL MEASURES CONCERNING TAXATION OF JAPAN (ACT NO. 26 OF 1957, AS AMENDED) (THE “ACT ON SPECIAL TAXATION MEASURES”) (A “SPECIALLY-RELATED PERSON OF THE COMPANY”) OR (II) A JAPANESE FINANCIAL INSTITUTION OR A JAPANESE FINANCIAL INSTRUMENTS BUSINESS OPERATOR DESIGNATED IN ARTICLE 3-2-2, PARAGRAPH (29) OF THE CABINET ORDER (CABINET ORDER NO. 43 OF 1957, AS AMENDED) RELATING TO THE ACT ON SPECIAL TAXATION MEASURES WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER ARTICLE 6, PARAGRAPH (11) OF THE ACT ON SPECIAL TAXATION MEASURES OR (III) A JAPANESE PUBLIC CORPORATION, A JAPANESE FINANCIAL INSTITUTION OR A JAPANESE FINANCIAL INSTRUMENTS BUSINESS OPERATOR, ETC. WHICH HAS RECEIVED SUCH PAYMENTS THROUGH A PAYMENT HANDLING AGENT IN JAPAN, AS

PROVIDED IN ARTICLE 3-3, PARAGRAPH (6) OF THE ACT ON SPECIAL TAXATION MEASURES, IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

INTEREST PAYMENTS ON THIS NOTE TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION NOT DESCRIBED IN THE PRECEDING PARAGRAPH, OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF THE COMPANY WILL BE SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX.

TAKEDA PHARMACEUTICAL COMPANY LIMITED

5.300% Senior Notes due 2034

No. 1 Principal Amount $500,000,000

CUSIP No. 874060BK1
ISIN US874060BK18
Common Code 282964767

•Takeda Pharmaceutical Company Limited (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set forth above on July 5, 2034, and to pay interest thereon from July 5, 2024 or from the most recent Interest Payment Date to which interest has been paid or made available for payment, semi-annually in arrears on each Interest Payment Date commencing on January 5, 2025, at the rate of 5.300% per annum, together with such Additional Amounts (if any) as may be payable under this Note, until the principal hereof is paid or made available for payment. Interest on this Note will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. This Note will be the Company’s direct, unsecured and unsubordinated general obligation and will have the same rank in liquidation as all of the Company’s other unsecured and unsubordinated debt.

In any case in which any date for payment of principal or interest (or Additional Amounts, if any) falls on a day that is not a Business Day, then payment of principal or interest (or Additional Amounts, if any) need not be made on such date but may be made on the next succeeding Business Day. Any payment made pursuant to the preceding sentence on such next succeeding Business Day shall have the same force and effect as if made on the due date, and no interest shall accrue with respect to such payment for the period after such date.

“Interest Payment Date” means each January 5 and July 5 during the term of this Note.

“Business Day” means a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banking institutions are authorized or required by law, regulation or executive order to be closed in The City of New York, London or Tokyo.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, and such provisions shall for all purposes have the same effect as though fully set forth in this place.

This Note shall not be valid or obligatory for any purpose until it shall have been manually signed by the Trustee for authentication.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly



TAKEDA PHARMACEUTICAL COMPANY LIMITED

By
	Name:	Christophe Weber
	Title:	Representative Director, President and Chief Executive Officer

[2034 Global Note]

This is one of the Notes referred to

in the within-mentioned Indenture:

Dated: , 2024

THE BANK OF NEW YORK MELLON,

as Trustee

By ________________________________________

Authorized Signatory

[2034 Global Note]

REVERSE OF NOTE

1.The principal amount of this Note shall be paid on any redemption date, in immediately available funds in The City of New York upon surrender of the Note at the office designated herein or pursuant hereto of The Bank of New York Mellon, as trustee (The Bank of New York Mellon or any duly appointed successor trustee acting in such capacity herein referred to as the “Trustee”), pursuant to an Indenture (such agreement, as it may be amended from time to time, the “Indenture”), dated as of July 9, 2020, among Takeda Pharmaceutical Company Limited (the “Company”), The Bank of New York Mellon, London Branch, The Bank of New York Mellon SA/NV, Luxembourg Branch, and the Trustee. The office of the Trustee at which such payment shall be made is the corporate trust office located at 240 Greenwich Street, New York, NY 10286, USA or at such other address in The City of New York as the Trustee shall specify (the “Corporate Trust Office”) by notice to the Holder (as defined in the Indenture). Terms used herein not otherwise defined shall have the meaning ascribed to such term in the Indenture.

Payment of the principal of, and interest (including Additional Amounts, if applicable) on, this Note shall be made by wire transfer in immediately available funds to a bank account in the United States designated by the Holder in a written notice received by the Trustee (a) in the case of a payment of interest, prior to the Record Date (as defined below) immediately preceding the date on which such payment is due and (b) in the case of payment of principal on any redemption date, no less than 30 days and no more than 60 days prior to such redemption date, provided that in the case of such payment of principal, this Note shall have been surrendered to the Trustee for payment together with such notice. No interest shall accrue on this Note after redemption; provided, however, that, to the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Note, on any amount of principal not paid when due upon surrender of this Note to the Trustee. “Record Date” means, with respect to an Interest Payment Date, the day ten Business Days preceding such Interest Payment Date.

2.Payments of principal of and interest (including Additional Amounts, if applicable) on this Note shall be made in United States dollars or in such other coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Until the date on which the Notes shall have been delivered to the Trustee for cancellation, or become due and payable and a sum sufficient to pay the principal of and interest (including Additional Amounts, if applicable) on all of the Notes shall have been made available for payment and either paid or returned to the Company as provided herein and in the Indenture (such date being referred to herein as the “Termination Date”), the Company will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be presented or surrendered for payment.

3.This Note is transferable in whole or in part and may be exchanged for a like aggregate principal amount of Notes of other authorized denominations by the Holder in person, or by his attorney duly authorized in writing, at the Corporate Trust Office in The City of New York, where the Trustee shall maintain a register providing for the registration of the Notes

and any exchange or transfer thereof (the “Note Register”). Upon surrender of this Note for exchange or registration of transfer, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a Note or Notes, each in a denomination of $200,000 or an integral multiple of $1,000 in excess thereof, which has or have an aggregate denomination equal to the denomination of this Note and is or are registered in such name or names requested by the Holder. Any Note presented for exchange or registration of transfer shall be accompanied by a written instrument of transfer in form and with guarantee of signature and evidence of authority satisfactory to the Trustee and with payment by the transferor of any stamp or other tax or governmental charge payable in connection with such transfer (or evidence that such tax or charge has been paid) and with such tax identification number or other information for each person in whose name a new Note is to be issued as the Trustee may request to comply with applicable law. No exchange or registration of transfer of this Note shall be made on or after the date upon which a notice of redemption of this Note is transmitted to the Holder.

Notwithstanding any other provision of this Note or the Indenture to the contrary, this Note, if in global form (a Note in such form being referred to herein as a “Global Note”), shall be exchangeable pursuant to this Note and the Indenture only if: (i) DTC (the “Depositary”) notifies the Company that it is unwilling or unable to continue as depositary for a Global Note or has ceased to be qualified to act as such as required by the Indenture or (ii) there shall have occurred and be continuing an Event of Default (as defined in the Indenture) with respect to the Notes. Upon the occurrence of any such event, this Note shall be exchangeable for definitive Notes, as provided in the Indenture. Notwithstanding any other provision of this Note, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. In the event and for so long as definitive Notes are not issued to any owner of a beneficial interest in this Global Note after the occurrence of one of the events set forth above, the Company expressly acknowledges, with respect to the right of a Holder to pursue a remedy pursuant to Section 4.7 or Section 4.8 of the Indenture, the right of such owner to pursue such remedy with respect to the portion of this Global Note that represents such owner’s Notes as if such definitive Notes had been issued.

No service charge shall be made for any such exchange or registration of transfer, but the Company may charge the party requesting any such exchange or registration of transfer a sum sufficient to reimburse it for any tax or other governmental charge required to be paid in connection with such exchange or registration.

All Notes issued upon any exchange or registration of transfer of this Note shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as this Note.

Except in the circumstances referred to in the second paragraph of this Section 3, the Company and the Trustee may treat the Holder as the absolute owner of this Note for the purpose of receiving payments of principal of and interest (including, Additional Amounts, as defined in Section 5 of this Note) on this Note and for all other purposes whatsoever, and the Company and the Trustee shall not be affected by any notice to the contrary.

4.Except as provided in Sections 6, 7 and 8 of this Note, this Note is not redeemable or subject to payment at the option of the Company prior to July 5, 2034.

5.All payments of principal and interest in respect of this Note shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to tax (“Taxes”), unless such withholding or deduction is required by law or by the authority. In such event, the Company shall pay such additional amounts (“Additional Amounts”) as will result in the receipt by the Holder of such amounts as would have been received by it had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to this Note under any of the following circumstances:

(i) the Holder or beneficial owner of this Note is an individual non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of this Note by reason of its (A) having some present or former connection with Japan other than the mere holding of this Note or (B) being a person having a special relationship with the Company (a “specially-related person of the Company”) as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (together with the cabinet order thereunder (Cabinet Order No. 43 of 1957, as amended), the “Act on Special Taxation Measures”);

(ii) the Holder or beneficial owner of this Note would otherwise be exempt from any such withholding or deduction but fails to comply with any applicable requirement to provide Interest Recipient Information (as defined below) or to submit a Written Application for Tax Exemption (as defined below) to the relevant Paying Agent to whom this Note is presented (where presentation is required), or whose Interest Recipient Information is not duly communicated through the relevant Participant (as defined below) and the relevant international clearing organization to such Paying Agent;

(iii) the Holder or beneficial owner of this Note is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below) that complies with the requirement to provide Interest Recipient Information or to submit a Written Application for Tax Exemption and (B) an individual resident of Japan or a Japanese corporation that duly notifies (directly, through the Participant or otherwise) the relevant Paying Agent of its status as not being subject to Taxes to be withheld or deducted by the Company by reason of receipt by such individual resident of Japan or Japanese corporation of interest on this Note through a payment handling agent in Japan appointed by it);

(iv) this Note is presented for payment (where presentation is required) more than 30 days after the day on which such payment on this Note became due or

after the full payment was provided for, whichever occurs later, except to the extent the Holder hereof would have been entitled to Additional Amounts on presenting the same for payment on the last day of such period of 30 days;

(v) the Holder is a fiduciary or partnership or is not the sole beneficial owner of the payment of the principal of, or any interest on, this Note, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case, who would not have been entitled to such Additional Amounts had it been the Holder of this Note; or

(vi) any combination of (i) through (v) above.

For the avoidance of doubt, none of the Company, the Trustee, any Paying Agent or any other person shall be required to pay any Additional Amounts with respect to any withholding or deduction imposed on or in respect of any Note pursuant to Sections 1471 to 1474 of the Internal Revenue Code of 1986, as amended, commonly referred to as FATCA, any treaty, law, regulation or other official guidance implementing FATCA, or any agreement between the Company, the Trustee, a Paying Agent or any other person and the United States, any other jurisdiction, or any authority of any of the foregoing implementing FATCA.

Where this Note is held through a participant of an international clearing organization or a financial intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by the Company for or on account of Taxes, if the relevant beneficial owner of this Note is (a) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Company) or (b) a Japanese financial institution or a Japanese financial instruments business operator (each, a “Designated Financial Institution”) falling under certain categories prescribed by the Act on Special Taxation Measures, all in accordance with the Act on Special Taxation Measures, such beneficial owner of this Note must, at the time of entrusting a Participant with the custody of this Note, provide certain information prescribed by the Act on Special Taxation Measures (“Interest Recipient Information”) to enable the Participant to establish that such beneficial owner is exempted from the requirement for Taxes to be withheld or deducted, and advise the Participant if the beneficial owner of this Note ceases to be so exempted (including the case where a beneficial owner of this Note that is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Company).

Where this Note is not held by a Participant, in order to receive payments free of withholding or deduction by the Company for or on account of Taxes, if the relevant beneficial owner of this Note is (a) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Company) or (b) a Designated Financial Institution, all in accordance with the Act on Special Taxation Measures, such beneficial owner must, prior to each time at which it receives interest, submit to the relevant Paying Agent a written application for tax exemption (hikazei tekiyo shinkokusho) (“Written Application for Tax Exemption”) in

a form obtainable from the Paying Agent stating, inter alia, the name and address of the beneficial owner, the title of this Note, the relevant Interest Payment Date, the amount of interest and the fact that the beneficial owner is qualified to submit the Written Application for Tax Exemption, together with documentary evidence regarding its identity and residence.

The Company shall make any required withholding or deduction and remit the full amount withheld or deducted to the Japanese taxing authority in accordance with applicable law. The Company shall use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment, fee or other governmental charge so withheld or deducted from the Japanese taxing authority imposing such tax, duty, assessment, fee or other governmental charge, and if certified copies are not available, the Company shall use reasonable efforts to obtain other evidence satisfactory to the Trustee, and the Trustee shall make such certified copies or other evidence available to the Holders or beneficial owners of the Notes upon reasonable request to the Trustee.

The obligation to pay Additional Amounts with respect to any taxes, duties, assessments and other governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by withholding or deduction from payments of principal or interest on this Note; provided that, except as otherwise set forth in this Note and in the Indenture, the Company will pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any taxing authority thereof or therein, with respect to the Indenture or as a consequence of the initial issuance, execution, delivery, registration or enforcement of the Notes.

References to principal or interest in respect of this Note shall be deemed to include any Additional Amounts due which may be payable as set forth in this Note and the Indenture.

6.This Note may be redeemed at the option of the Company, in whole or in part, at any time and from time to time prior to April 5, 2034 (the date that is three (3) months before maturity) (the “Par Call Date”) upon notice thereof given by the Company in accordance with the Indenture, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of this Note to be redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date and Additional Amounts, if any.

On or after the Par Call Date, this Note may be redeemed at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of this Note being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date and Additional Amounts, if any.

Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on this Note or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based

upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

7.In the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot as directed by the Company. No Notes of a principal amount of $200,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. This Note may be redeemed at any time at the option and sole discretion of the Company in whole, but not in part, subject to compliance with applicable regulatory requirements, and upon giving not less than 30 nor more than 60 days’ notice of redemption to the Trustee and the Holders (which notice shall be irrevocable) at the principal amount of this Note together with interest accrued to the date fixed for redemption and any Additional Amounts hereon, if the Company has been or will be obliged to pay any Additional Amounts as a result of (a) any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of the issuance of this Note or (b) after the completion of any Succession Event, any change in, or amendment to, the laws or regulations of the jurisdiction of the Successor Person or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of such Succession Event, and in either case such obligation cannot be avoided by the Company or the Successor Person through the taking of reasonable measures available to the Company or the Successor Person, as the case may be (an “Additional Amounts Event”). No notice of redemption for an Additional Amounts Event pursuant to this Section 7 shall be given sooner than 90 days prior to the earliest date on which the Company would actually be obliged to pay such Additional Amounts on payments with respect to this Note.

Prior to the publication of any notice of redemption pursuant to this Section 7, the Company shall deliver to the Trustee (i) a certificate signed by an Authorized Officer stating that the conditions precedent to its right to so redeem have been fulfilled and (ii) an opinion of independent legal advisors of recognized standing confirming that an Additional Amounts Event has occurred. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

8.In the case of any redemption of this Note as provided in Section 6 or 7 of this Note, notice of redemption of this Note shall be transmitted to the Holder at its address as it

shall then appear in the Note Register. If by reason of any cause, it shall be impracticable to give notice to the Holder in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Company or by the Trustee on behalf of and at the instruction of the Company shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice of redemption given to the Holder of any other Note shall affect the sufficiency of any notice with respect to this Note. Notice of redemption of this Note having been so given, this Note shall become due and payable on the redemption date so specified and such dates shall be deemed the maturity date of this Note.

9.The Company shall, on or before each due date of the principal of or interest on this Note, pay to the Trustee, who shall hold the same in trust for the benefit of the person entitled thereto, a sum sufficient to pay the principal or interest so becoming due until such sum shall be paid to such person or otherwise disposed of as herein provided. Any money held by the Trustee in trust for the payment of the principal of or interest on this Note and remaining unclaimed for two years after such principal or interest has become due and payable and paid to the Trustee shall be discharged from such trust, and repaid to the Company, and all liability of the Trustee with respect to such money shall cease.

10.If this Note shall at any time become mutilated, destroyed, stolen or lost, then, provided that this Note, or evidence of the destruction, theft or loss hereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required hereunder) shall be delivered to the Trustee, a replacement Note of like tenor and principal amount shall be authenticated and delivered by the Trustee, in exchange for this Note, in the case of mutilation, or in lieu of this Note, in the case of destruction, loss or theft, and provided further that, if this Note is destroyed, stolen or lost, (i) neither the Company nor the Trustee shall have received notice that this Note has been acquired by a bona fide purchaser, and (ii) the Trustee shall have received (a) satisfactory evidence (as so deemed by the Trustee in its absolute discretion) that this Note was destroyed, stolen or lost, and (b) an indemnity for the benefit of the Company and the Trustee satisfactory to each of them. All expenses and charges associated with procuring such indemnity shall be borne by the Holder of this Note.

As provided in the Indenture, every new Note issued in exchange for or in lieu of any mutilated, destroyed, stolen or lost Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, stolen or lost Note shall be at any time enforceable by anyone, and shall be entitled to the benefits of the Indenture equally and proportionately with any and all other Notes duly issued thereunder. Any such new Note shall be so dated that neither gain nor loss of interest shall result from such replacement. Upon the issuance of any such new Note, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

11.All notices to the Company under this Note shall be in writing and addressed to the Company at Takeda Pharmaceutical Company Limited, Miesian Plaza, Block 2, 50-58 Lower Baggot Street, Dublin 2, Ireland Attention: Noel Brady, Email: noel.brady@takeda.com; with a mandatory copy to 1-1, Nihonbashi-Honcho 2-Chome, Chuo-ku, Tokyo 103-8668, Japan, Attention: Global Treasury, Email: kengo.shimizu@takeda.com, Fascimile no.: +813-3278-2198, or to such other address as the Company may notify to the Holder. All notices to the Holder shall be in writing and sent by mail or emailed, in PDF format to the Holder at his or its address as set forth in the Note Register.

12.This Note is one of the 5.300% Senior Notes due 34 (collectively, the “Notes” and, individually, a “Note”) issued by the Company in accordance with the Indenture, copies of which are on file and available for inspection at the Corporate Trust Office. Under the terms of the Indenture, the Company may remove any Trustee and appoint a new Trustee. The Company shall notify, or cause the Trustee to notify, the Holders of Notes of the appointment of any Trustee.

The Notes are issuable only as fully registered Notes without coupons in denominations of $200,000 or integral multiples of $1,000 in excess thereof.

13.Article VIII of the Indenture, which provides for amendments to the Indenture and the Notes, is hereby incorporated mutatis mutandis by reference herein.

14.Subject to the authentication of this Note by the Trustee, the Company hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Note, and to constitute the same a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, have been done and performed and have happened in due and strict compliance with all applicable law.

15.Claims for payment of principal in respect of this Note shall be prescribed upon the expiry of 6 years from any redemption date and claims for payment of interest (if any) in respect of this Note shall be prescribed upon the expiry of 5 years from the due date hereof.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

Document

EXHIBIT 4.2

PROVIDED IN ARTICLE 3-3, PARAGRAPH (6) OF THE ACT ON SPECIAL TAXATION MEASURES, IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

TAKEDA PHARMACEUTICAL COMPANY LIMITED

5.650% Senior Notes due 2044

No. 1 Principal Amount $500,000,000

CUSIP No. 874060BL9
ISIN US874060BL90
Common Code 282964457

•Takeda Pharmaceutical Company Limited (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set forth above on July 5, 2044, and to pay interest thereon from July 5, 2024 or from the most recent Interest Payment Date to which interest has been paid or made available for payment, semi-annually in arrears on each Interest Payment Date commencing on January 5, 2025, at the rate of 5.650% per annum, together with such Additional Amounts (if any) as may be payable under this Note, until the principal hereof is paid or made available for payment. Interest on this Note will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. This Note will be the Company’s direct, unsecured and unsubordinated general obligation and will have the same rank in liquidation as all of the Company’s other unsecured and unsubordinated debt.

“Interest Payment Date” means each January 5 and July 5 during the term of this Note.

This Note shall not be valid or obligatory for any purpose until it shall have been manually signed by the Trustee for authentication.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



TAKEDA PHARMACEUTICAL COMPANY LIMITED

By
	Name:	Christophe Weber
	Title:	Representative Director, President and Chief Executive Officer

[2044 Global Note]

This is one of the Notes referred to

in the within-mentioned Indenture:

Dated: , 2024

THE BANK OF NEW YORK MELLON,

as Trustee

By ________________________________________

Authorized Signatory

[2044 Global Note]

REVERSE OF NOTE

All Notes issued upon any exchange or registration of transfer of this Note shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as this Note.

4.Except as provided in Sections 6, 7 and 8 of this Note, this Note is not redeemable or subject to payment at the option of the Company prior to July 5, 2044.

(iv) this Note is presented for payment (where presentation is required) more than 30 days after the day on which such payment on this Note became due or

(vi) any combination of (i) through (v) above.

References to principal or interest in respect of this Note shall be deemed to include any Additional Amounts due which may be payable as set forth in this Note and the Indenture.

6.This Note may be redeemed at the option of the Company, in whole or in part, at any time and from time to time prior to January 5, 2044 (the date that is six (6) months before maturity) (the “Par Call Date”) upon notice thereof given by the Company in accordance with the Indenture, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of this Note to be redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date and Additional Amounts, if any.

Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on this Note or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

8.In the case of any redemption of this Note as provided in Section 6 or 7 of this Note, notice of redemption of this Note shall be transmitted to the Holder at its address as it

12.This Note is one of the 5.650% Senior Notes due 44 (collectively, the “Notes” and, individually, a “Note”) issued by the Company in accordance with the Indenture, copies of which are on file and available for inspection at the Corporate Trust Office. Under the terms of the Indenture, the Company may remove any Trustee and appoint a new Trustee. The Company shall notify, or cause the Trustee to notify, the Holders of Notes of the appointment of any Trustee.

The Notes are issuable only as fully registered Notes without coupons in denominations of $200,000 or integral multiples of $1,000 in excess thereof.

13.Article VIII of the Indenture, which provides for amendments to the Indenture and the Notes, is hereby incorporated mutatis mutandis by reference herein.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

Document

EXHIBIT 4.3

PROVIDED IN ARTICLE 3-3, PARAGRAPH (6) OF THE ACT ON SPECIAL TAXATION MEASURES, IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

TAKEDA PHARMACEUTICAL COMPANY LIMITED

5.650% Senior Notes due 2054

No. 1 Principal Amount $500,000,000

CUSIP No. 874060BM7
ISIN US874060BM73
Common Code 282964422

•Takeda Pharmaceutical Company Limited (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set forth above on July 5, 2054, and to pay interest thereon from July 5, 2024 or from the most recent Interest Payment Date to which interest has been paid or made available for payment, semi-annually in arrears on each Interest Payment Date commencing on January 5, 2025, at the rate of 5.650% per annum, together with such Additional Amounts (if any) as may be payable under this Note, until the principal hereof is paid or made available for payment. Interest on this Note will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. This Note will be the Company’s direct, unsecured and unsubordinated general obligation and will have the same rank in liquidation as all of the Company’s other unsecured and unsubordinated debt.

“Interest Payment Date” means each January 5 and July 5 during the term of this Note.

This Note shall not be valid or obligatory for any purpose until it shall have been manually signed by the Trustee for authentication.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



TAKEDA PHARMACEUTICAL COMPANY LIMITED

By
	Name:	Christophe Weber
	Title:	Representative Director, President and Chief Executive Officer

[2054 Global Note]

This is one of the Notes referred to

in the within-mentioned Indenture:

Dated: , 2024

THE BANK OF NEW YORK MELLON,

as Trustee

By ________________________________________

Authorized Signatory

[2054 Global Note]

REVERSE OF NOTE

All Notes issued upon any exchange or registration of transfer of this Note shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as this Note.

4.Except as provided in Sections 6, 7 and 8 of this Note, this Note is not redeemable or subject to payment at the option of the Company prior to July 5, 2054.

(iv) this Note is presented for payment (where presentation is required) more than 30 days after the day on which such payment on this Note became due or

(vi) any combination of (i) through (v) above.

References to principal or interest in respect of this Note shall be deemed to include any Additional Amounts due which may be payable as set forth in this Note and the Indenture.

6.This Note may be redeemed at the option of the Company, in whole or in part, at any time and from time to time prior to January 5, 2054 (the date that is six (6) months before maturity) (the “Par Call Date”) upon notice thereof given by the Company in accordance with the Indenture, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of this Note to be redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date and Additional Amounts, if any.

Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on this Note or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

8.In the case of any redemption of this Note as provided in Section 6 or 7 of this Note, notice of redemption of this Note shall be transmitted to the Holder at its address as it

12.This Note is one of the 5.650% Senior Notes due 54 (collectively, the “Notes” and, individually, a “Note”) issued by the Company in accordance with the Indenture, copies of which are on file and available for inspection at the Corporate Trust Office. Under the terms of the Indenture, the Company may remove any Trustee and appoint a new Trustee. The Company shall notify, or cause the Trustee to notify, the Holders of Notes of the appointment of any Trustee.

The Notes are issuable only as fully registered Notes without coupons in denominations of $200,000 or integral multiples of $1,000 in excess thereof.

13.Article VIII of the Indenture, which provides for amendments to the Indenture and the Notes, is hereby incorporated mutatis mutandis by reference herein.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

Document

EXHIBIT 4.4

PROVIDED IN ARTICLE 3-3, PARAGRAPH (6) OF THE ACT ON SPECIAL TAXATION MEASURES, IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

TAKEDA PHARMACEUTICAL COMPANY LIMITED

5.800% Senior Notes due 2064

No. 1 Principal Amount $500,000,000

CUSIP No. 874060BN5
ISIN US874060BN56
Common Code 282964724

•Takeda Pharmaceutical Company Limited (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set forth above on July 5, 2064, and to pay interest thereon from July 5, 2024 or from the most recent Interest Payment Date to which interest has been paid or made available for payment, semi-annually in arrears on each Interest Payment Date commencing on January 5, 2025, at the rate of 5.800% per annum, together with such Additional Amounts (if any) as may be payable under this Note, until the principal hereof is paid or made available for payment. Interest on this Note will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. This Note will be the Company’s direct, unsecured and unsubordinated general obligation and will have the same rank in liquidation as all of the Company’s other unsecured and unsubordinated debt.

“Interest Payment Date” means each January 5 and July 5 during the term of this Note.

This Note shall not be valid or obligatory for any purpose until it shall have been manually signed by the Trustee for authentication.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



TAKEDA PHARMACEUTICAL COMPANY LIMITED

By
	Name:	Christophe Weber
	Title:	Representative Director, President and Chief Executive Officer

[2064 Global Note]

This is one of the Notes referred to

in the within-mentioned Indenture:

Dated: , 2024

THE BANK OF NEW YORK MELLON,

as Trustee

By ________________________________________

Authorized Signatory

[2064 Global Note]

REVERSE OF NOTE

All Notes issued upon any exchange or registration of transfer of this Note shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as this Note.

4.Except as provided in Sections 6, 7 and 8 of this Note, this Note is not redeemable or subject to payment at the option of the Company prior to July 5, 2064.

(iv) this Note is presented for payment (where presentation is required) more than 30 days after the day on which such payment on this Note became due or

(vi) any combination of (i) through (v) above.

References to principal or interest in respect of this Note shall be deemed to include any Additional Amounts due which may be payable as set forth in this Note and the Indenture.

6.This Note may be redeemed at the option of the Company, in whole or in part, at any time and from time to time prior to January 5, 2064 (the date that is six (6) months before maturity) (the “Par Call Date”) upon notice thereof given by the Company in accordance with the Indenture, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of this Note to be redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date and Additional Amounts, if any.

Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on this Note or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

8.In the case of any redemption of this Note as provided in Section 6 or 7 of this Note, notice of redemption of this Note shall be transmitted to the Holder at its address as it

12.This Note is one of the 5.800% Senior Notes due 64 (collectively, the “Notes” and, individually, a “Note”) issued by the Company in accordance with the Indenture, copies of which are on file and available for inspection at the Corporate Trust Office. Under the terms of the Indenture, the Company may remove any Trustee and appoint a new Trustee. The Company shall notify, or cause the Trustee to notify, the Holders of Notes of the appointment of any Trustee.

The Notes are issuable only as fully registered Notes without coupons in denominations of $200,000 or integral multiples of $1,000 in excess thereof.

13.Article VIII of the Indenture, which provides for amendments to the Indenture and the Notes, is hereby incorporated mutatis mutandis by reference herein.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

Document

EXHIBIT 5.1

July 5, 2024

Takeda Pharmaceutical Company Limited,
    1-1, Nihonbashi-Honcho 2-Chome,
        Chuo-ku, Tokyo 103-8668,
            Japan.

Ladies and Gentlemen:

We are acting as United States counsel to Takeda Pharmaceutical Company Limited, a joint stock corporation organized under the laws of Japan (the “Company”), in connection with the issuance and delivery of the $1,100,000,000 aggregate principal amount of 5.300% senior notes due 2034, $800,000,000 aggregate principal amount of 5.650% senior notes due 2044, $600,000,000 aggregate principal amount of 5.650% senior notes due 2054 and $500,000,000 aggregate principal amount of 5.800% senior notes due 2064 denominated in U.S. dollars (collectively, the “Notes”). The Company filed with the Securities and Exchange Commission, on June 26, 2024, a registration statement on Form F-3 (File No. 333-280469) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) relating to the proposed offer and sale of an indeterminate aggregate initial offering price of the Company’s senior debt securities, including the Notes. The Notes are being issued under the indenture, dated as of July 9, 2020 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

In rendering this opinion, we have examined the following documents:

1.The Indenture.

2.Certificates of officers of the Company with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters.

3.Copies of the executed global certificates representing the Notes dated July 5, 2024 (the “Global Notes”).


Takeda Pharmaceutical Company Limited			-2-

We also have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Japanese law, we note that you have received an opinion, dated July 5, 2024, of Nishimura & Asahi (Gaikokuho Kyodo Jigyo).

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company under the laws of Japan, that the Trustee’s certificates of authentication of the Global Notes have been manually signed by one of the Trustee’s authorized officers, that the Notes have been duly authorized, executed and issued under the laws of Japan and have been delivered against payment as contemplated in the Registration Statement, that the Notes constitute valid and legally binding obligations of the Company under the laws of Japan and that the signatures on all documents examined by us are genuine.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters” in the prospectus included in the Registration Statement dated June 26, 2024 and under the heading “Legal Matters” in the Prospectus Supplement dated June 28, 2024 pertaining to


Takeda Pharmaceutical Company Limited			-3-

the Notes. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ SULLIVAN & CROMWELL LLP

Document

EXHIBIT 5.2

July 5, 2024

Takeda Pharmaceutical Company Limited

1-1, Nihonbashi-Honcho 2-Chome

Chuo-ku, Tokyo 103-8668

Japan

Takeda Pharmaceutical Company Limited

Registration Statement on Form F-3

Dear Sirs:

We have acted as legal counsel to Takeda Pharmaceutical Company Limited (the “Company”) with respect to the laws of Japan in connection with the issue by the Company of the $1,100,000,000 5.300% Senior Notes due 2034, $800,000,000 5.650% Senior Notes due 2044, $600,000,000 5.650% Senior Notes due 2054 and $500,000,000 5.800% Senior Notes due 2064 (the “Notes”) pursuant to the Indenture and the Underwriting Agreement, each as defined below, in relation to the Registration Statement on Form F-3 (File No. 333-280469) which the Company filed with the United States Securities and Exchange Commission (the “Commission”) on June 26, 2024 (the “Registration Statement”) to register senior debt securities under the United States Securities Act of 1933, as amended (the “Securities Act”).

Upon the request by the Company, we are furnishing our opinion to be filed as Exhibit 5.2 to the Registration Statement. For such purpose, we have examined the following documents:

(i) Certified copies of the Articles of Incorporation and the Regulations of the Board of Directors of the Company;

(ii) an executed copy of the underwriting agreement dated June 27, 2024 entered into among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the underwriters (the “Underwriting Agreement”);

(iii) an executed copy of the indenture dated as of July 9, 2020 entered into between the Company and The Bank of New York Mellon, as trustee (the “Indenture”, together with the Underwriting Agreement, the “Transaction Agreements”);

(iv) an extracted copy of the minutes of the meetings of the Board of Directors of the Company held on June 26, 2024;

(v) a certified copy of the Certificate of Complete History of Company Register of the Company dated May 29, 2024;

(vi) a conformed copy of the Registration Statement and all exhibits thereto; and

(vii) forms of global notes representing the Notes.

We have also examined such other certificates, corporate and other records of the Company and such other documents and records, and considered such questions of law, as we have deemed necessary or appropriate for the purpose of furnishing the opinion hereinafter set forth. We have relied, as to certain factual matters, upon the documents referred to in item (i) through (vii) above, and other certificates of officers or other authorized persons of the Company or public officials as we have deemed appropriate as a basis for the opinion expressed herein.

On the basis of such examination, and subject to the further assumptions and qualifications set forth below, we are of the opinion that insofar as the laws of Japan, in effect as of the date hereof, are concerned:

When duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture against receipt by the Company of the purchase moneys for the Notes in accordance with the Underwriting Agreement, and assuming that the Notes will create valid, legally binding obligations in respect of the Notes under the law of the State of New York by which they are stipulated to be governed, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms.

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

- 2 -

(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 or any court or administrative order or judgment 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 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, including, without limitation, the representations and warranties made by such parties in the Transaction Agreements or other documents listed above 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.

Further, we assume that there are no provisions of the laws of any jurisdiction outside Japan which would be contravened by the execution or delivery of the Transaction Agreements, the Notes and/or other documents specified or implied herein, and that none of our opinions set forth above will be affected by the laws (including public policy) of any jurisdiction outside Japan. To the extent that the laws of any country or jurisdiction other than Japan may be relevant to any matters set forth in our opinion, we have assumed that such laws do not and/or will not result in any conclusions different from the opinion herein stated.

(d) The validity, binding nature and enforceability of the Transaction Agreements and the Notes may be limited by laws from time to time in effect relating to bankruptcy, rehabilitation, reorganization, liquidation, moratorium or similar laws affecting creditors’ rights generally.

Under Japanese law, the validity, binding nature and enforceability of any particular provision of an agreement is always subject to the discretion of the court to consider both the public order and good morals (kojo-ryozoku) doctrine and the abuse of rights (kenri-ranyo) doctrine and that the exercise of rights and performance of duties shall be carried out in accordance with the principle of good faith (shingi-soku).

Certain remedies, such as injunction and specific performance, are discretionary and may not be awarded by the courts in enforcement of the Transaction Agreements and the Notes. For the purpose of this opinion, an obligation is “enforceable” against an obligor thereof even if the obligee of such obligation is entitled to make a claim only for damages against such obligor, but not necessarily for a grant of specific performance or other equitable remedies.

Where under the Transaction Agreements or any other documents a party is vested with certain discretion over, or may determine, a matter, Japanese law may require that such discretion be exercised reasonably or that such determination be based upon reasonable grounds.

- 3 -

(e) 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 Transaction Agreements 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, of any such document, agreement, deed or instrument on the characterization or the nature of the transactions contemplated under the foresaid documents.

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.

c. We offer no opinion as to the tax laws of Japan or any other country.

d. We have assumed the legality, validity, binding effect and enforceability of the Transaction Agreements under the governing law thereof.

e. We express no opinion as to the validity or enforceability of any currency indemnity contained in the Transaction Agreements or the Notes.

We hereby consent to the filing of this opinion as Exhibit 5.2 to current report on Form 6-K to be filed by the Company on the date hereof incorporated by reference into 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 (Gaikokuho Kyodo Jigyo)