Exhibit 10
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”) hereby constitutes and appoints each of Paul Sundberg, Chad Diehl and Brett Budzinski, signing singly, as Takeda A/S’s true and lawfulattorney-in-fact to:
| (1) | prepare, execute in Takeda A/S’s name and on Takeda A/S’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling Takeda A/S to make electronic filings with the SEC of Reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; |
| (2) | prepare and file on behalf of Takeda A/S any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that Takeda A/S may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to Takeda A/S’s ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by Takeda A/S (each an “Portfolio Company” and collectively “Portfolio Companies”); |
| (3) | 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 Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; |
| (4) | complete for and on behalf of Takeda A/S, execute in Takeda A/S’s name and on Takeda A/S’s behalf, and submit to the requestor thereof, any questionnaires, documents or other materials that are requested in connection with any (i) equity or debt offering by a Portfolio Company and (ii) exercise by Takeda A/S of voting or proxy rights in connection with Takeda A/S’s equity ownership of any Portfolio Company; and |
| (5) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of suchattorney-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 suchattorney-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 suchattorney-in-fact may approve in suchattorney-in-fact’s discretion. |
Takeda A/S hereby grants to each suchattorney-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 the legal representatives of Takeda A/S were personally present, hereby ratifying and confirming all that suchattorney-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 foregoingattorneys-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 none of the foregoingattorneys-in-fact assume (i) any liability for Takeda A/S’s responsibility to comply with the requirements of the Act or 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 any Reports with respect to Takeda A/S’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked by Takeda A/S at any time at its sole discretion. This Power of Attorney shall expire as to any individualattorney-in-fact if suchattorney-in-fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited (Japan) or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, Takeda A/S has caused this Power of Attorney to become effective as of the date set forth below.
| TAKEDA A/S | ||
| By: | /s/ Patrik Forsell | |
| Name: | Patrik Forsell |
| Title: | Managing Director |
| Date: | 12/12-2017 |
[Signature Page to Power of Attorney]
