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 Dybendal
Alle 10, 2630 Taastrup, Denmark ("Takeda Pharma A/S") hereby constitutes and
appoints each of Paul Sundberg, Chad Diehl and Brett Budzinski, signing singly,
as Takeda Pharma A/S's true and lawful attorney-in-fact to:
(1) prepare, execute in Takeda Pharma A/S's name and on Takeda Pharma
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 Pharma 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 Pharma 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 Pharma 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 Pharma A/S's ownership of, or transactions in,
the securities of any entity whose securities are beneficially owned
(directly or indirectly) by Takeda Pharma A/S (each an "Portfolio
Company" and collectively "Portfolio Companies");
(3) do and perform any and all acts for and on behalf of Takeda Pharma 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 Pharma A/S, execute in Takeda
Pharma A/S's name and on Takeda Pharma 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 Pharma A/S of
voting or proxy rights in connection with Takeda Pharma 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 such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, Takeda
Pharma A/S, it being understood that the documents executed by such
attorney-in-fact on behalf of Takeda Pharma 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 Pharma 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 Pharma
A/S might or could do if the legal representatives of Takeda Pharma AJS were
personally present, 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 Pharma A/S acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
Takeda Pharma A/S, are not assuming nor relieving any of Takeda Pharma A/S's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
Takeda Pharma A/S acknowledges that none of the foregoing attorneys-in-fact
assume (i) any liability for Takeda Pharma A/S's responsibility to comply with
the requirements of the Act or the Exchange Act, (ii) any liability of Takeda
Pharma A/S for any failure to comply with such requirements or (iii) any
obligation or liability of Takeda Pharma 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
Pharma A/S is no longer required to file any Reports with respect to Takeda
Pharma A/S's ownership of, or transactions in, the securities of Portfolio
Companies, unless earlier revoked by Takeda Pharma 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 Takeda
Pharmaceutical Company Limited (Japan) or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, Takeda Pharma A/S has caused this Power of Attorney to
become effective as of the date set forth below.
TAKEDA PHARMA A/S
By: /s/ Patrik Forsell
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Name: Patrik Forsell
Title: Managing Director
Date: 12/12-2017
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