Exhibit 24.1
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and
appoints each of Michael Broxson, Gregory Fralish, Paul Sundberg and Brett
Budzinski, signing singly, with full power of substitution, as the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, forms and authentication
documents for EDGAR Filing Access, including without limitation a Form
ID or any application materials to enable the undersigned to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval
System of the SEC;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
forms and authentication documents;
(3) execute for and on behalf of the undersigned, in the undersigned's
capacity as a shareholder of Molecular Templates, Inc. (the "Company"),
any and all instruments, certificates, and documents required to be
executed on behalf of the undersigned pursuant to Section 13 and Section
16 of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (collectively, the "Exchange Act"), including without
limitation Forms 3, 4 and 5 and Schedules 13D and 13G (including any
amendments thereto);
(4) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any
such instruments, certificates, and documents required to be executed on
behalf of the undersigned pursuant to Section 13 and Section 16 of the
Exchange Act, prepare, complete and execute any amendment or amendments
thereto, and file such instruments, certificates and documents with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The undersigned acknowledges that neither the Company nor the foregoing
attorneys-in-fact assume (i) any liability for the undersigned's responsibility
to comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file any
instruments, certificates and documents pursuant to Section 13 and Section 16 of
the Exchange Act with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact. This Power
of Attorney shall expire as to any individual attorney-in-fact if such
attorney-in-fact ceases to serve as an employee of Takeda Pharmaceutical Company
Limited or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date set forth below.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Paul Sundberg
--------------------------
Name: Paul Sundberg
-------------------------
Title: Assistant Secretary
------------------------
Date: August 24, 2017
-------------------------
Exhibit 24.2
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and
appoints each of Michael Broxson, Gregory Fralish, Paul Sundberg and Brett
Budzinski, signing singly, with full power of substitution, as the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, forms and authentication
documents for EDGAR Filing Access, including without limitation a Form
ID or any application materials to enable the undersigned to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval
System of the SEC;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
forms and authentication documents;
(3) execute for and on behalf of the undersigned, in the undersigned's
capacity as a shareholder of Molecular Templates, Inc. (the "Company"),
any and all instruments, certificates, and documents required to be
executed on behalf of the undersigned pursuant to Section 13 and Section
16 of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (collectively, the "Exchange Act"), including without
limitation Forms 3, 4 and 5 and Schedules 13D and 13G (including any
amendments thereto);
(4) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any
such instruments, certificates, and documents required to be executed on
behalf of the undersigned pursuant to Section 13 and Section 16 of the
Exchange Act, prepare, complete and execute any amendment or amendments
thereto, and file such instruments, certificates and documents with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The undersigned acknowledges that neither the Company nor the foregoing
attorneys-in-fact assume (i) any liability for the undersigned's responsibility
to comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file any
instruments, certificates and documents pursuant to Section 13 and Section 16 of
the Exchange Act with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney shall expire as to any individual attorney-in-fact if such attorney-in-
fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited or
one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.
TAKEDA PHARMACEUTICALS U.S.A., INC.
By: /s/ Paul Sundberg
-------------------------------
Name: Paul Sundberg
-----------------------------
Title: Assistant Secretary
----------------------------
Date: August 24, 2017
-----------------------------
Exhibit 24.3
POWER OF ATTORNEY
Know all by these present, that Takeda Pharmaceuticals International AG, a
public limited company incorporated under the laws of Switzerland, registered
with the commercial register of Canton Zurich under CHE-113.444.401 and with
business address at Thurgauerstrasse 130, 8152 Glattpark - Opfikon (Zurich)
("TPIZ"), in its capacity as a shareholder of Molecular Templates, Inc., a
Delaware company with principal offices located at 9301 Amberglen Blvd, Suite
100, Austin, Texas 78729 (the "Company") hereby constitutes and appoints each of
Michael Broxson, Gregory Fralish, Paul Sundberg and Brett Budzinski, signing
singly, as the undersigned's true and lawful attorney-in-fact to take the
following actions related to the Company in TPIZ's capacity as a shareholder of
the Company:
(1) execute for and on behalf of TPIZ, forms and authentication documents
for EDGAR Filing Access, including without limitation a Form ID or any
application materials to enable TPIZ to gain or maintain access to the
Electronic Data Gathering, Analysis and Retrieval System of the SEC;
(2) do and perform any and all acts for and on behalf of TPIZ which may be
necessary or desirable to complete and execute any such forms and
authentication documents;
(3) execute for and on behalf of TPIZ, in TPIZ's capacity as a shareholder
of the Company, any and all instruments, certificates, and documents
required to be executed on behalf of TPIZ pursuant to Section 13 and
Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (collectively, the "Exchange Act"), including without
limitation Forms 3, 4 and 5 and Schedules 13D and 13G (including any
amendments thereto);
(4) do and perform any and all acts for and on behalf of TPIZ which may be
necessary or desirable to prepare, complete and execute any such
instruments, certificates, and documents required to be executed on
behalf of TPIZ pursuant to Section 13 and Section 16 of the Exchange
Act, prepare, complete and execute any amendment or amendments thereto,
and file such instruments, certificates and documents with the U.S.
Securities and Exchange Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, TPIZ, it
being understood that the documents executed by such attorney-in-fact on
behalf of TPIZ pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
TPIZ hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as TPIZ might or could do if legal
representatives of TPIZ were personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. TPIZ acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of TPIZ, are not
assuming nor relieving any of TPIZ's responsibilities to comply with Section 13
or Section 16 of the Exchange Act. TPIZ acknowledges that the foregoing
attorneys-in-fact do not assume (i) any liability for TPIZ's responsibility to
comply with the requirements of the Exchange Act, (ii) any liability of TPIZ for
any failure to comply with such requirements or (iii) any obligation or
liability of TPIZ for profit disgorgement under Section 16(b) of the Exchange
Act.
This Power of Attorney shall remain in full force and effect until TPIZ is
no longer required to file forms and execute authentication documents with
respect to TPIZ's EDGAR Filing Access or to file any instruments, certificates
and documents pursuant to Section 13 and Section 16 of the Exchange Act with
respect to TPIZ's holdings of and transactions in securities issued by the
Company, unless earlier revoked by TPIZ at any time at its sole discretion.
This Power of Attorney shall expire as to any individual attorney-in-fact if
such attorney-in-fact ceases to serve as an employee of a subsidiary of Takeda
Pharmaceutical Company Limited (Japan) that is registered in the United States.
[Signature page follows]
IN WITNESS WHEREOF, TPIZ has caused this Power of Attorney to become
effective as of the last date set forth below.
TAKEDA PHARMACEUTICALS INTERNATIONAL AG
By: /s/ Mirjam von Zedwitz
-------------------------------------
Name: Mirjam von Zedwitz
-----------------------------------
Title: Associate General Counsel
----------------------------------
Date: August 25, 2017
-----------------------------------
By: /s/ Andrea Ferrari
-------------------------------------------------
Name: Andrea Ferrari
-----------------------------------------------
Title: Senior Director, Associate General Counsel
----------------------------------------------
Date: August 25, 2017
-----------------------------------------------
Exhibit 24.4
POWER OF ATTORNEY
Know all by these present, that Takeda Pharma A/S, a stock limited company
incorporated under the laws of Denmark, and with business address at Langebjerg
1, 4000 Roskilde, Denmark ("Takeda Denmark"), in its capacity as a shareholder
of Molecular Templates, Inc., a Delaware company with principal offices located
at 9301 Amberglen Blvd, Suite 100, Austin, Texas 78729 (the "Company") hereby
constitutes and appoints each of Michael Broxson, Gregory Fralish, Paul Sundberg
and Brett Budzinski, signing singly, as the undersigned's true and lawful
attorney-in-fact to take the following actions related to the Company in Takeda
Denmark's capacity as a shareholder of the Company:
(1) execute for and on behalf of Takeda Denmark, forms and authentication
documents for EDGAR Filing Access, including without limitation a Form
ID or any application materials to enable Takeda Denmark to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval
System of the SEC;
(2) do and perform any and all acts for and on behalf of Takeda Denmark
which may be necessary or desirable to complete and execute any such
forms and authentication documents;
(3) execute for and on behalf of Takeda Denmark, in Takeda Denmark's
capacity as a shareholder of the Company, any and all instruments,
certificates, and documents required to be executed on behalf of Takeda
Denmark pursuant to Section 13 and Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules thereunder (collectively, the
"Exchange Act"), including without limitation Forms 3, 4 and 5 and
Schedules 13D and 13G (including any amendments thereto);
(4) do and perform any and all acts for and on behalf of Takeda Denmark
which may be necessary or desirable to prepare, complete and execute any
such instruments, certificates, and documents required to be executed on
behalf of Takeda Denmark pursuant to Section 13 and Section 16 of the
Exchange Act, prepare, complete and execute any amendment or amendments
thereto, and file such instruments, certificates and documents with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
Denmark, it being understood that the documents executed by such
attorney-in-fact on behalf of Takeda Denmark pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
Takeda Denmark hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Takeda Denmark might or
could do if legal representatives of Takeda Denmark were personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. Takeda
Denmark acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of Takeda Denmark, are not assuming nor relieving any of
Takeda Denmark's responsibilities to comply with Section 13 or Section 16 of the
Exchange Act. Takeda Denmark acknowledges that the foregoing attorneys-in-fact
do not assume (i) any liability for Takeda Denmark's responsibility to comply
with the requirements of the Exchange Act, (ii) any liability of Takeda Denmark
for any failure to comply with such requirements or (iii) any obligation or
liability of Takeda Denmark for profit disgorgement under Section 16(b) of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
Denmark is no longer required to file forms and execute authentication documents
with respect to Takeda Denmark's EDGAR Filing Access or to file any instruments,
certificates and documents pursuant to Section 13 and Section 16 of the Exchange
Act with respect to Takeda Denmark's holdings of and transactions in securities
issued by the Company, unless earlier revoked by Takeda Denmark at any time at
its sole discretion. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to serve as an employee of a
subsidiary of Takeda Pharmaceutical Company Limited (Japan) that is registered
in the United States.
[Signature page follows]
IN WITNESS WHEREOF, Takeda Denmark has caused this Power of Attorney to
become effective as of the last date set forth below.
TAKEDA PHARMA A/S
By: /s/ Ghita Astrup
-----------------------------
Name: Ghita Astrup
---------------------------
Title: Managing Director
--------------------------
Date: August 25, 2017
---------------------------
Exhibit 24.5
POWER OF ATTORNEY
Know all by these present, that Takeda A/S, a stock limited company
incorporated under the laws of Denmark, and with business address at Dybendal
Alle 10, 2630 Taastrup, Denmark ("Takeda A/S"), in its capacity as a shareholder
of Molecular Templates, Inc., a Delaware company with principal offices located
at 9301 Amberglen Blvd, Suite 100, Austin, Texas 78729 (the "Company") hereby
constitutes and appoints each of Michael Broxson, Gregory Fralish, Paul Sundberg
and Brett Budzinski, signing singly, as the undersigned's true and lawful
attorney-in-fact to take the following actions related to the Company in Takeda
A/S's capacity as a shareholder of the Company:
(1) execute for and on behalf of Takeda A/S, forms and authentication
documents for EDGAR Filing Access, including without limitation a Form
ID or any application materials to enable Takeda A/S to gain or maintain
access to the Electronic Data Gathering, Analysis and Retrieval System
of the SEC;
(2) do and perform any and all acts for and on behalf of Takeda A/S which
may be necessary or desirable to complete and execute any such forms and
authentication documents;
(3) execute for and on behalf of Takeda A/S, in Takeda A/S's capacity as a
shareholder of the Company, any and all instruments, certificates, and
documents required to be executed on behalf of Takeda A/S pursuant to
Section 13 and Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder (collectively, the "Exchange Act"),
including without limitation Forms 3, 4 and 5 and Schedules 13D and 13G
(including any amendments thereto);
(4) do and perform any and all acts for and on behalf of Takeda A/S which
may be necessary or desirable to prepare, complete and execute any such
instruments, certificates, and documents required to be executed on
behalf of Takeda A/S pursuant to Section 13 and Section 16 of the
Exchange Act, prepare, complete and execute any amendment or amendments
thereto, and file such instruments, certificates and documents with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda A/S,
it being understood that the documents executed by such attorney-in-fact
on behalf of Takeda A/S pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.
Takeda A/S hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Takeda A/S might or
could do if legal representatives of Takeda A/S were personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. Takeda A/S
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of Takeda A/S, are not assuming nor relieving any of Takeda A/S's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
Takeda A/S acknowledges that the foregoing attorneys-in-fact do not assume (i)
any liability for Takeda A/S's responsibility to comply with the requirements of
the Exchange Act, (ii) any liability of Takeda A/S for any failure to comply
with such requirements or (iii) any obligation or liability of Takeda A/S for
profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
A/S is no longer required to file forms and execute authentication documents
with respect to Takeda A/S's EDGAR Filing Access or to file any instruments,
certificates and documents pursuant to Section 13 and Section 16 of the Exchange
Act with respect to Takeda A/S's holdings of and transactions in securities
issued by the Company, unless earlier revoked by Takeda A/S at any time at its
sole discretion. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to serve as an employee of a
subsidiary of Takeda Pharmaceutical Company Limited (Japan) that is registered
in the United States.
[Signature page follows]
IN WITNESS WHEREOF, Takeda A/S has caused this Power of Attorney to become
effective as of the last date set forth below.
TAKEDA A/S
By: /s/ Ghita Astrup
----------------------------------
Name: Ghita Astrup
--------------------------------
Title: Managing Director
-------------------------------
Date: August 25, 2017
--------------------------------
Exhibit 24.6
POWER OF ATTORNEY
Know all by these present, that Takeda Europe Holdings B.V., a private
limited company incorporated under the laws of the Netherlands, and with a
business address at Jupiterstraat 250, 2132 HK Hoofddorp, Netherlands ("Takeda
Europe"), in its capacity as a shareholder of Molecular Templates, Inc., a
Delaware company with principal offices located at 9301 Amberglen Blvd, Suite
100, Austin, Texas 78729 (the "Company") hereby constitutes and appoints each of
Michael Broxson, Gregory Fralish, Paul Sundberg and Brett Budzinski, signing
singly, as the undersigned's true and lawful attorney-in-fact to take the
following actions related to the Company in Takeda Europe's capacity as a
shareholder of the Company:
(1) execute for and on behalf of Takeda Europe, forms and authentication
documents for EDGAR Filing Access, including without limitation a Form
ID or any application materials to enable Takeda Europe to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval
System of the SEC;
(2) do and perform any and all acts for and on behalf of Takeda Europe which
may be necessary or desirable to complete and execute any such forms and
authentication documents;
(3) execute for and on behalf of Takeda Europe, in Takeda Europe's capacity
as a shareholder of the Company, any and all instruments, certificates,
and documents required to be executed on behalf of Takeda Europe
pursuant to Section 13 and Section 16 of the Securities Exchange Act of
1934, as amended, and the rules thereunder (collectively, the "Exchange
Act"), including without limitation Forms 3, 4 and 5 and Schedules 13D
and 13G (including any amendments thereto);
(4) do and perform any and all acts for and on behalf of Takeda Europe which
may be necessary or desirable to prepare, complete and execute any such
instruments, certificates, and documents required to be executed on
behalf of Takeda Europe pursuant to Section 13 and Section 16 of the
Exchange Act, prepare, complete and execute any amendment or amendments
thereto, and file such instruments, certificates and documents with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
Europe, it being understood that the documents executed by such
attorney-in-fact on behalf of Takeda Europe pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
Takeda Europe hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Takeda Europe might or
could do if legal representatives of Takeda Europe were personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. Takeda Europe
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of Takeda Europe, are not assuming nor relieving any of Takeda
Europe's responsibilities to comply with Section 13 or Section 16 of the
Exchange Act. Takeda Europe acknowledges that the foregoing attorneys-in-fact
do not assume (i) any liability for Takeda Europe's responsibility to comply
with the requirements of the Exchange Act, (ii) any liability of Takeda Europe
for any failure to comply with such requirements or (iii) any obligation or
liability of Takeda Europe for profit disgorgement under Section 16(b) of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until Takeda
Europe is no longer required to file forms and execute authentication documents
with respect to Takeda Europe's EDGAR Filing Access or to file any instruments,
certificates and documents pursuant to Section 13 and Section 16 of the Exchange
Act with respect to Takeda Europe's holdings of and transactions in securities
issued by the Company, unless earlier revoked by Takeda Europe at any time at
its sole discretion. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to serve as an employee of a
subsidiary of Takeda Pharmaceutical Company Limited (Japan) that is registered
in the United States.
[Signature page follows]
IN WITNESS WHEREOF, Takeda Europe has caused this Power of Attorney to
become effective as of the last date set forth below.
TAKEDA EUROPE HOLDINGS B.V.
By: /s/ Jan Herman Timmermans
-------------------------------------
Name: Jan Herman Timmermans
-----------------------------------
Title: Director
----------------------------------
Date: August 25, 2017
-----------------------------------