EX-25.1 8 exhibit251.htm EXHIBIT 25.1 Exhibit
        

______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ___
_______________________________________________________

MUFG UNION BANK, N.A.
(Exact name of Trustee as specified in its charter)

94-0304228
I.R.S. Employer Identification No.

1251 Avenue of the Americas
New York, New York

10020
(Address of principal executive offices)
(Zip Code)

General Counsel
MUFG Union Bank, N.A.
1251 Avenue of the Americas
New York, New York 10020
(212) 782-4009
(Name, address and telephone number of agent for service)

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
Not Applicable
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

Costa Saroukos
1-1, Nihonbashi-Honcho 2-Chome
Chuo-ku, Tokyo 103-8668, Japan


(Address of Principal Executive Offices)
(Zip Code)

3.800% Senior Notes due 2020
4.000% Senior Notes due 2021
4.400% Senior Notes due 2023
5.000% Senior Notes due 2028
(Title of the indenture securities)
______________________________________________________________________________







FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)
Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.
    
b)    Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
    
Items 3-15
Items 3-15 are not applicable.
    
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee now in effect. *

2. A copy of the certificate of corporate existence of the Trustee. **

3.    A copy of the certificate of corporate existence and fiduciary powers of the Trustee. **

4.    A copy of the existing By-Laws of the Trustee, or instruments corresponding thereto. *

5.    A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable.

6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6.

7.    A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7.

8.    A copy of any order pursuant to which the foreign Trustee is authorized to act as sole Trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable.

9.    Foreign trustees are required to file a consent to service process of Form F-X [§269.5 of this chapter]. Not applicable.










*    Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3ASR dated November 6, 2015 of file number 333-207870.

**    Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3 dated July 30, 2013 of file number 333-190256.









SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, MUFG Union Bank, N. A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 18th day of July, 2019.


MUFG Union Bank, N.A.
    
By: /s/ Marion Zinowski
----------------------------------    
     Marion Zinowski
Vice President








































EXHIBIT 6

CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT


July 18, 2019

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of the form of indenture between Takeda Yakuhin Kogyo Kabushiki Kaisha and MUFG Union Bank, N.A. (the Trustee), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Sincerely,

MUFG Union Bank, N.A.


By: /s/ Marion Zinowski
____________________
Marion Zinowski
Vice President








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