SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

MILLENNIUM PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))

MAHOGANY ACQUISITION CORP.
a wholly-owned subsidiary of

TAKEDA AMERICA HOLDINGS, INC.
a wholly-owned subsidiary of

TAKEDA PHARMACEUTICAL COMPANY LIMITED
(Names of Filing Persons—Offerors)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

599902103
(CUSIP Number of Class of Securities)

Iwaaki Taniguchi
President
Takeda America Holdings, Inc.
767 Third Avenue, 8^th Floor
New York, NY 10017
Tel: (212) 421-6954
Fax: (212) 355-5243
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of filing persons)

Copies to:

Bruce W. Raphael, Esq.
Matthew J. Gardella, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Tel: (617) 239-0100
Fax: (617) 227-4420

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee*
Not applicable*	Not applicable*

*

A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable.

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1



o

issuer tender offer subject to Rule 13e-4



o

going private transaction subject to Rule 13e-3



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amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer o

THE FOLLOWING PRESENTATION MATERIAL WAS MADE AVAILABLE BY TAKEDA
PHARMACEUTICAL COMPANY LIMITED ON APRIL 10, 2008.

Takeda Takeda Acquires Millennium Takeda Acquires Millennium Pharmaceuticals, Inc. Pharmaceuticals, Inc. -Accelerates vision of becoming a top 3 global oncology company Accelerates vision of becoming a top 3 global oncology company- President Yasuchika Hasegawa 2008.4.10 Takeda Pharmaceutical Company Limited

2006-2010 Medium-Term Plan Growth toward a World Growth toward a World-class class Pharmaceutical Company Pharmaceutical Company Sales of in-house ethical products FY2015 2 trillion yen FY2010 1.4 trillion yen Enhancement of Enhancement of R&D pipeline R&D pipeline Take full advantage of high performing Japanese companies Take full advantage of high performing Japanese companies’ strengths strengths  Establish precise strategies based on the long term perspective Establish precise strategies based on the long term perspective and execute them to perfection and execute them to perfection  Continue to improve productivity and efficiency throughout the o Continue to improve productivity and efficiency throughout the organization rganization Improvement of Improvement of geographical coverage geographical coverage Recruit and develop Recruit and develop high high-caliber people

Build Oncology to be a core growth area Build Oncology to be a core growth area for the next generation for the next generation Franchise I: Lifestyle I: Lifestyle-related diseases related diseases Franchise II: II: Oncology and Urological diseases Franchise III: CNS, Bone/Joint diseases Franchise IV: Gastroenterological and other diseases Takeda Takeda’s Oncology Vision s Oncology Vision  Build Takeda into a top 3 global oncology company  Develop a high quality portfolio of clinically differentiated products that drive better patient outcomes  Establish a strong reputation as a R&D driven company meeting unmet medical needs and providing high QOL for patients suffering from cancer

Current efforts in oncology therapeutic area Current efforts in oncology therapeutic area  Takeda became Amgen’s worldwide partner for AMG706 (“motesanib”)  Additionally, received exclusive development and marketing rights in Japan for 12 programs in oncology, inflammation and pain  Gained significant development capabilities in biologics Improvement and alliance of antibody technology platform Acquisition of Amgen’s Japanese subsidiary (February 2008) Gain of exclusive worldwide commercial rights to GVAX (March 2008)  Establish collaboration with XOMA for therapeutic monoclonal antibody discovery and development in November 2006  Agreement in May 2007, provides access to BioWa’s platform for development of ADCC enhanced antibodies  Establishment of Takeda San Francisco positioned as a center of excellence for Takeda’s therapeutic antibody research in November 2007  GVAX is an immunotherapy product candidate discovered by Cell Genesys for prostate cancer  GVAX is designed to present the immune system with a broad spectrum of tumor antigens and stimulate an immune response against the patient's tumor  Two phase III trials are ongoing in patients with advanced prostate cancer with the FDA fast track status

verview of Millennium Overview of Millennium  Established 1993  Leading Oncology Player  Highly regarded R&D capabilities  Strong presence in US commercial capabilities  Market leading oncology product with blockbuster potential  One of top 10 biotechnology companies worldwide by market value  Revenue of $528MM, Net Income of $14.9MM in FY 2007  Robust pipeline in oncology and inflammation diseases area  Fully integrated capabilities with high quality

Addressing large, unmet needs in oncology and inflammatory disea Addressing large, unmet needs in oncology and inflammatory diseases ses PC Phase I Phase II Phase III Reg. Market VELCADE (multiple myeloma) (NHL mantel cell) (NHL follicular) (other tumors) MLN0518 (AML, glioblastoma) MLN8237/8054 (advanced malignancies) MLN4924 (advanced malignancies) MLN2238 (multiple myeloma, NHL follicular, solid tumors) MLN0002 (UC, Crohn’s) MLN3126 (Crohn’s) MLN3897/3701 (inflammatory diseases) MLN1202 (atherosclerosis) MLN0415 (RA, MS, COPD, IBD) MLN6095 (asthma, allergic rhinitis) Robust Pipeline of Robust Pipeline of Millennium Millennium Oncology IBD Inflammation

Millennium brings fully integrated capabilities Millennium brings fully integrated capabilities Research Research Development Development Commercial Commercial. Focused on novel, targeted therapies that attack cancer cell growth and survival pathways. Pioneer in the field of protein homeostasis. Strong ubiquitin and protein homeostasis science capabilities. Proven innovative strategies to expedite development and registration of oncology drugs. Accelerated and full approval in US and EU for VELCADE in Multiple Myeloma and relapsed Mantle Cell Lymphoma and CAMPATH. In-house expertise to oversee large scale Phase III trials. Proven track record with VELCADE, selling 26.5 billion yen in 2007 after launch in 2003. #7 ranked sales force among hematologists and oncologists*.  Strong medical affairs group *Source: Verispan Physician Ranking Table; Oncology and Hematology 2006

Positioning and function of Millennium Positioning and function of Millennium Millennium will be responsible for the global oncology strategy Millennium will be responsible for the global oncology strategy within Takeda group Millennium 1.Responsible for global product and marketing strategy Responsible for global product and marketing strategy function in oncology therapeutic area function in oncology therapeutic area 2.Millennium will be the core oncology research center Millennium will be the core oncology research center 3.Responsible for global development function in oncology area Responsible for global development function in oncology area 4.Responsible for manufacturing control function in oncology area Responsible for manufacturing control function in oncology area 5.Commercial and marketing function for oncology in US

Strength of Combining Millennium with Takeda Strength of Combining Millennium with Takeda  VELCADE to contribute to Triton financials VELCADE to contribute to Triton financials  Rapidly enhance Takeda Rapidly enhance Takeda’s development pipeline in oncology s development pipeline in oncology  Complementary and fully integrated capabilities in oncology Complementary and fully integrated capabilities in oncology  Strengthen Takeda Strengthen Takeda’s GI franchise with the addition of Millennium s GI franchise with the addition of Millennium’s IBD pipeline IBD pipeline  Further strengthen US business Further strengthen US business  Complementary research platforms will strengthen Takeda Complementary research platforms will strengthen Takeda’s ability s ability to generate drug candidates to generate drug candidates  Attract further outstanding personnel and talent

VELCADE sales growth contributes to VELCADE sales growth contributes to Takeda Takeda’s financial performance s financial performance  Novel, first-in-class oncology drug  Standard of care in 2nd and 3rd line for multiple myeloma  Expect first-line approval in June 2008 in US  Potential broad application in other cancers  Blockbuster sales potential both internationally and in US  Marketed in 86 countries ex-US by J&J  2007 worldwide sales: ~$800M Guidance 320 - 345 265 220 193 143 60 $0 $100 $200 $300 $400 2003 2004 2005 2006 2007 2008 VELCADE US Net Sales ($MM)

Development code Indication Phase In-house/ TAP-144SR Prostate cancer (6M) Filed Takeda VELCADE VELCADE First Line Multiple First Line Multiple Myeloma Myeloma Filed Filed Millennium Millennium NHL follicular NHL follicular Ph PhIII Other tumors Other tumors Ph PhII Vectibix Colon cancer, head and neck cancer Preparing for filing Amgen HematideTM CKD related anemia PhIII Affymax Chemotherapy induced anemia PhI GVAX Prostate cancer PhIII Cell Genesys AMG706 Non-small cell lung cancer PhIII Amgen TAK-851 HPV infection PhII Takeda MLN0518 MLN0518 AML, AML, glioblastoma glioblastoma Ph PhII Millennium Millennium TAK-700 Prostate cancer PhI Takeda TAK-683 Prostate cancer PhI Takeda CBP501 Malignant mesothelioma, Lung cancer PhI Canbas TAK-285 Solid cancer PhI Takeda MLN8237/8054 MLN8237/8054 Advanced malignancies Advanced malignancies Ph PhI Millennium Millennium Broaden Pipeline in Oncology Broaden Pipeline in Oncology Combined pipeline of TAKEDA (07.3Q), those licensed from Amgen and pipeline of Millennium

Complementary Research Capabilities Complementary Research Capabilities TAKEDA Millennium Innovative Oncology Pipeline Innovative Oncology Pipeline “Hormone Related Drugs Hormone Related Drugs” “Protein Homeostasis Protein Homeostasis” “Kinase Kinase Inhibitor Inhibitor” “Antibodies Antibodies” • High-throughput protein crystal structure analysis • Medicinal chemistry • Non-clinical development • Expertise from creation of Leuplin • Genomics • Proteomics • Bioimaging • Tissue Library  Growth signal  Angiogenesis  Cell cycle

Strengthen Takeda Strengthen Takeda’s GI Portfolio s GI Portfolio Development code Indication Ph I Ph II Ph III NDA Marketed AG-1749 Gastric ulcer, Duodenal ulcer, etc • Risk reduction of NSAID-associated gastric ulcer (Jpn) • TAK-390MR Erosive esophagitis and non-erosive gastroesophageal reflux disease (US) • ilaprazole Peptic ulcer (US) • TAK-438 Acid-related diseases(GERD, Peptic ulcer etc) • Brand name/ Development code Indication Ph I Ph II Ph III NDA Marketed Amitiza Chronic Idiopathic Constipation (US) • Irritable bowel syndrome with constipation (US) • Opioid-induced bowel dysfunction (US) • MLN0002 MLN0002 Ulcerative colitis, Ulcerative colitis, Crohn Crohn’s disease disease Pre Pre- Phase Phase-III III MLN3126 MLN3126 Crohn Crohn’s disease disease Pre Pre- Phase Phase-I Lialda * Ulcerative colitis (US) • <Upper GI tract> <Upper GI tract> <Lower GI tract> <Lower GI tract> Combined pipeline of TAKEDA(07.3Q), TAP and Millennium *TAP announced co-promotion with Shir

Acquisition Method of Millennium Shares and Schedule Acquisition Method of Millennium Shares and Schedule 1. Acquiring Entity Mahogany Acquisition Corp. 2. Target Millennium Pharmaceuticals, Inc. 3. Acquisition Price $25.00 per share 4. Acquisition Amount Approximately $8.8 Billion *This figure was calculated by multiplication of Millennium’s total outstanding shares (on fully diluted base) with the tender offer price 5. Tender Offer period To start within 5 operating days from April 10 (US time) Period: 20 operating days (the period may be extended up to October 31, 2008) (Note) Transaction has been unanimously approved by the Boards of both companies

Impact on Financial Impact on Financial  Acquisition is expected to enhance consolidated ordinary earnings before transaction-related amortization of intangible assets etc., starting the fiscal year ended March 2010  It is intended to provide further guidance of the impact on financial results at the time of releasing FY 2007 earnings (May 9, 2008)  Sales growth of VELCADE will largely contribute to Takeda’s consolidated sales  No change to Takeda’s shareholder return policy announced in “2006-2010 mid-term plan”  Dividend: Payout ratio will increase gradually around 45% in FY 2010  Share buyback: From April 11, 2008, Takeda will re-instigate a share buyback program which will be implemented flexibly

Forward-Looking Statements                                                  This presentation contains “forward-looking statements” about Takeda and Millennium that involve                                                  significant risks and uncertainties. All statements other than statements of historical fact are statements                                                  that could be deemed forward-looking statements, including: statements regarding the anticipated timing                                                  of filings and approvals relating to the transaction; statements regarding the expected timing of the                                                  completion of the transaction; statements regarding the ability to complete the transaction considering                                                  the various closing conditions; any statements of expectation or belief; and any statements of                                                  assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place                                                  undue reliance on these forward-looking statements. Risks and uncertainties that could cause results to                                                  differ from expectations include: uncertainties as to the timing of the tender offer and merger;                                                  uncertainties as to how many of the Millennium’s stockholders will tender their stock in the offer; the risk                                                  that competing offers will be made; the possibility that various closing conditions for the transaction may                                                  not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant                                                  approval for the consummation of the transaction; the effects of disruption from the transaction making it                                                  more difficult to maintain relationships with employees, licensees, other business partners or                                                  governmental entities; other business effects, including the effects of industry, economic or political                                                  conditions outside of Takeda's or Millennium's control; transaction costs; actual or contingent liabilities;                                                  and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange                                                  Commission by Millennium, as well as the tender offer documents to be filed by Mahogany Acquisition                                                  Corp. and the Solicitation/Recommendation Statement to be filed by Millennium. Neither Takeda                                                  nor Millennium undertakes any obligation to update any forward-looking statements as a result of new                                                  information, future developments or otherwise.                                                 

The tender offer for the outstanding common stock of Millennium referred to in this presentation has not yet commenced, and this presentation is not an offer to buy or a solicitation of an offer to sell Millennium's common stock. The solicitation and the offer to buy shares of Millennium’s common stock will be made pursuant to an offer to purchase and related materials that Mahogany Acquisition Corp., a wholly-owned subsidiary of Triton America Holdings, Inc., intends to file with the U.S. Securities and Exchange Commission. At the time the tender offer is commenced, Mahogany Acquisition Corp. will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and thereafter Millennium will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement will contain important information that Millennium shareholders should read and carefully consider before making any decision with respect to the tender offer. These materials will be sent free of charge to all stockholders of Millennium. In addition, all of these materials (and all other materials filed by Millennium with the U.S. Securities and Exchange Commission) will be available at no charge from the U.S. Securities and Exchange Commission through its website at http://.www.sec.gov. Free copies of the Offer to Purchase, the related Letter of Transmittal and certain other offering documents may be obtained by directing such requests to The Altman Group, the information agent for the tender offer, at +1 201 806 7300 for banks and brokerage firms, and at +1 866 751 6316 for stockholders and others. Investors and security holders may also obtain free copies of the documents filed with the U.S. Securities and Exchange Commission by Millennium at http://www.Millennium.com.