Wilmington Uses in Enforcement of the Agreement Clause

Enforcement of the Agreement from Tender and Support Agreement

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of January 8, 2017, is entered into by and among Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Parent), Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), and the individual or entity set forth on Schedule A hereto (the Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Enforcement of the Agreement. The parties agree that irreparable damage would occur in the event that the Stockholder did not perform any of the provisions of this Agreement in accordance with their specific terms or otherwise breached any such provisions. It is accordingly agreed that Parent and Merger Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity. Any and all remedies herein expressly conferred upon Parent and Merger Sub will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon Parent or Merger Sub, and the exercise by Parent or Merger Sub of any one remedy will not preclude the exercise of any other remedy.