TAKEDA PHARMACEUTICAL CO LTD - 17 Apr 2023 Form 4 Insider Report for Calithera Biosciences, Inc.

Footnote F1

The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") was convertible at the option of holder into 857,844 shares of common stock of Calithera ("Common Stock") at a conversion price per share of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Common Stock being issued upon conversion of the Preferred Stock.

Footnote F2

The reported securities were redeemed by the Issuer for the following consideration (in the aggregate, the "Repurchase Price"): (i) $4.0 million in aggregate cash consideration, (ii) a right to receive certain securities held by the Issuer and (iii) a contingent value right entitling Takeda Ventures, Inc. ("TVI") to receive all the remaining proceeds from the sale of the Issuer's assets (not to exceed the Repurchase Price Limit), after establishing a reserve, which will be used to pay all expenses and other known, non-contingent liabilities and obligations, and includes reasonable provision for future expenses of liquidation and contingent and unknown liabilities as required by Delaware law.

Footnote F3

Notwithstanding the foregoing footnote 2, TVI agreed that if the holders of the Common Stock approved the Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer could distribute up to $0.40 per share in a common stock liquidating distribution to the holders of Common Stock prior to any future distribution to Takeda pursuant to the contingent value right. For the avoidance of doubt, if the holders of Common Stock do not approve the Issuer's Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer will not make the aforementioned common stock liquidating distribution to the holders of Common Stock. In no event shall the Repurchase Price exceed a total value of $35 million (the "Repurchase Price Limit").

Footnote F4

The Series A convertible preferred stock has no expiration date.

Footnote F5

The Preferred Stock was directly held by TVI, a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"). TPUSA is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities.