Standard terms and conditions Standard terms and conditions (STC

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Standard terms and conditions

Standard terms and conditions (STC) of cooperation between Takeda Pharmaceuticals

International AG (hereinafter referred to as “Takeda”) and the personnel recruitment agency on a contingency basis

1) Scope of application

The present Standard Terms of Conditions (STC) apply to all personnel recruitment business between the recruitment agency and Takeda. With the presentation of candidate files by the agency to Takeda, these STC are deemed to have been accepted in their entirety by the recruitment agency and will apply to each file made available to Takeda. Any terms which differ from these STC are expressly excluded.

2) Recruitment agency service and obligations

The recruitment agency undertakes the contingent search, i.e. the selection and recruitment of candidates for permanent positions at Takeda. Prior to recommending any candidate for a vacancy, the recruitment agency will have assessed the proposed candidate´s suitability at least once in a personal interview before drawing up a comprehensive file (description of the candidate, a copy of the candidate´s personally drawn up curriculum vitae, all certificates, diplomas and other documents of importance for the application). The recruitment agency shall upload the file to the official secure Takeda portal.

The recruitment agency confirms that legal requirements relating to recruitment are complied with. The file shall be accompanied by a copy of the operating permit of the recruitment agency provided by the cantonal employment office in accordance with the Swiss Federal Employment Services (AVG) and the Employment Services Ordinance (AVV, SR

823.111) and a copy of the State Secretariat for Economic Affairs (SECO) permit.

There is no exclusive right to provide recruitment services for any position with Takeda, except explicitly agreed in writing.

Takeda may also act independently to fill the relevant position and bring in other recruitment agencies.

Takeda has no obligation to enter into an employment contract with any candidate proposed by the recruitment agency. Until the candidate signs an employment contract, Takeda is entitled to withdraw from the agreement at any time without incurring any fees or other costs towards the recruitment agency.

3) Agency fee / terms of conditions

By signing the employment agreement between Takeda and the candidate recruited by the recruitment agency for the advertised position, Takeda shall be liable to pay an agency fee as set out below. If no employment contract is concluded between Takeda and the candidate Takeda shall not owe the recruiter an agency fee.

Furthermore, no agency fee shall be payable either if a candidate applies to Takeda directly or previously through a different recruitment agency, or if a candidate applies (or is approached by Takeda) for other positions at Takeda following the submission of their file for a position at Takeda, or if a candidate -their file having been submitted for a position at Takeda- is subsequently rejected by Takeda but after a period of three months is in fact appointed to that same position.

The agency fee is calculated as a percentage of the gross annual fixed salary (excluding variable parts of the salary such as bonuses, gratuities, expenditures, commissions, profit-sharing, car allowance, premiums, etc.) agreed between Takeda and the candidate placed by the recruitment agency.

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Standard terms and conditions

The following charging rates apply:

Gross annual salary:

Up to CHF 150'000.-

Charging rate:

15%

Up to CHF 180'000.-

Above CHF 180'000.-

18%

20%

In case of part time contracts (less than 100%) the fee shall be reduced pro rata.

The agency fee shall become payable at the time the candidate starts to work for Takeda. As soon as the agency fee becomes payable the recruitment agency must submit an invoice with a payment period of 60 days. The agency fee is understood to be exclusive of the value-added tax. The payment of all other taxes and other expenses or fees is the responsibility of the recruitment agency.

4) Guarantee of success and reimbursement of the agency fee

In the following cases, the agency fee shall be reimbursed to Takeda by the recruitment agency within 30 days of notification that the employer-employee relationship between Takeda and the candidate has ended or of notification that the candidate will not be starting the job:

1. Recruited candidate does not start job:

Reimbursement of 100% of agency fees (e.g. if no permit is granted because the applicant failed to meet the conditions) unless the candidate is unable to take up the post through the fault of Takeda.

2. Termination of the employment contract within the contractually agreed probation period:

Reimbursement of 50% of agency fees irrespective of which party instigates termination of the contract. In the event of termination by Takeda without notice 100% of agency fees shall be reimbursed.

3. Termination of the employment contract within one year of conclusion if the appointment would reasonably not have been made, in the event of information known to the recruitment agency:

Reimbursement of 100% of agency fees. This shall also apply if the relevant information should have been known to a diligent recruitment agency.

In such cases Takeda also reserves the right to seek damages from the recruitment agency of higher actual expenditure related to termination of the employment contract.

5) Non-disclosure and data protection

The recruitment agency must treat all information and documentation of which they become aware of in connection with the recruitment process as strictly confidential where said information and documentation is not generally available or known.

The recruitment agency must not make use of this information themselves or make it accessible to or share it with third parties and must only use it for the purpose of recruiting for the position they have been charged with and under no circumstances use it for other purposes without the express agreement of Takeda. This shall also apply to information relating to the candidate. Files of candidates subsequently employed by Takeda remain the property of Takeda. The parties are obliged to comply with provisions of data protection legislation and to take measures necessary to prevent unauthorized access by third parties.

6) Prohibition of headhunting

The recruiting agency shall not directly contact employees of Takeda who are currently employed to make them an offer of employment (beside employees with a temporary or inactive work contract).

7) Applicable Law

The recruitment agreement and these STC’s shall be governed by the laws of Switzerland (excluding any rules of conflicts of laws that would apply the substantive laws of any other jurisdiction). Any disputes arising from the STC’s, which cannot be resolved through good faith discussions, shall be referred to and finally settled by the national courts of justice in

Switzerland.

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Standard terms and conditions

8) Closing provisions

These STC’s replace any previous or simultaneous written or verbal promises, negotiations, communications or agreements made between the parties on the subject of this agreement and shall overrule any conflicting terms, including terms provided to Takeda with the data of the candidate or otherwise conflicting terms presented by the recruitment agency or candidate.

Takeda Pharmaceuticals International AG

Thurgauerstrasse 130

8152 Glattpark-Opfikon (Zurich)

Switzerland http://www.tpi.takeda.com

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