BY AND AMONGAsset Purchase Agreement • April 13th, 2000 • Advanced Medicine Inc • Pharmaceutical preparations
EXHIBIT 10.9Indemnification Agreement • March 21st, 2000 • Advanced Medicine Inc • Delaware
THERAVANCE, INC. (a Delaware corporation) [·]% Convertible Subordinated Notes due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2013 • Theravance Inc • Pharmaceutical preparations • New York
Theravance, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company’s [·]% Convertible Subordinated Notes due 2023 (the “Initial Securities”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of an additional $37,500,000 aggregate principal amount of its
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2021 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 9, 2021 by and between Innoviva, Inc., a Delaware corporation (the “Company”), and Deborah L. Birx, M.D. (“Indemnitee”).
AS LANDLORD, ANDLease Agreement • March 21st, 2000 • Advanced Medicine Inc • California
THERAVANCE, INC. (a Delaware corporation) 3% Subordinated Convertible Notes due 2015Purchase Agreement • January 23rd, 2008 • Theravance Inc • Pharmaceutical preparations • New York
INNOVIVA, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of March 7, 2022 2.125% Convertible Senior Notes due 2028Indenture • March 8th, 2022 • Innoviva, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of March 7, 2022, between Innoviva, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
ADVANCED MEDICINE, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MARCH 21, 2000 TABLE OF CONTENTSRights Agreement • April 13th, 2000 • Advanced Medicine Inc • Pharmaceutical preparations • California
Dealer Name and Address] March 2, 2022Innoviva, Inc. • March 8th, 2022 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Innoviva, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO...Advanced Medicine Inc • April 13th, 2000 • Pharmaceutical preparations • Illinois
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO...Warrant Agreement • April 13th, 2000 • Advanced Medicine Inc • Pharmaceutical preparations • Illinois
THERAVANCE, INC. and The Bank of New York, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of June 22, 2007Rights Agreement • August 8th, 2007 • Theravance Inc • Pharmaceutical preparations • New York
shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
THERAVANCE, INC. and American Stock Transfer & Trust Company, as Rights Agent RIGHTS AGREEMENT Dated as of October 8, 2004Rights Agreement • November 17th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the "Agreement") is made and entered into as of , 2000, between THERAVANCE INC., a Delaware corporation ("the Company"), and ("Indemnitee").
COMMERCIALIZATION AGREEMENT by and between THERAVANCE, INC. and CLINIGEN GROUP PLC Dated: March 8, 2013Commercialization Agreement • May 1st, 2013 • Theravance Inc • Pharmaceutical preparations • New York
This Commercialization Agreement (“Agreement”) dated March 8, 2013, is made by and between THERAVANCE, INC., a Delaware corporation having its principal office at 901 Gateway Boulevard, South San Francisco, California 94080, United States (“Theravance”), and CLINIGEN GROUP PLC, Pitcairn House Crown Square, Centrum 100, BURTON UPON TRENT, DE14 2WW United Kingdom (“Clinigen”). Theravance and Clinigen may be referred to as a “Party” or together, the “Parties”.
LIMITED LIABILITY COMPANY AGREEMENT OF LABA ROYALTY SUB LLCLimited Liability Company Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 17, 2014 (together with the schedules attached hereto, as the same may be amended or otherwise modified from time to time, this “Agreement”) of LABA ROYALTY SUB LLC, a Delaware limited liability company (the “Company”), is entered into by Theravance, Inc., a Delaware corporation, as the initial sole equity member (together with its successors and assigns in such capacity pursuant to Section 21 hereof, the “Member”) of the Company.
SUPPORT AGREEMENTSupport Agreement • July 11th, 2022 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (“Parent”), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY set forth on Schedule A hereto (each, a “Stockholder”). Capitalized 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).
OFFICE LEASE by and between as Landlord and INNOVIVA, INC., a Delaware corporation, as Tenant Brisbane, California 94005 June 10, 2016Office Lease • August 4th, 2016 • Innoviva, Inc. • Pharmaceutical preparations • California
THIS LEASE is entered into as of June 10, 2016 (the “Effective Date”), by and between 2000 SIERRA POINT PARKWAY LLC, a Delaware limited liability company (“Landlord”), and INNOVIVA, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2020 • Innoviva, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2020 by and among Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
CREDIT AGREEMENT dated as of August 18, 2017 among INNOVIVA, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR...Credit Agreement • August 21st, 2017 • Innoviva, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of August 18, 2017 among INNOVIVA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as “Lenders,” and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN HMS GATEWAY OFFICE L.P., a Delaware limited partnership AS LANDLORD and ADVANCED MEDICINE, INC., a Delaware corporation AS TENANT DATED January 1, 2001Lease Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2022 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 10, 2022, by and among INNOVIVA, INC., a Delaware corporation (“Parent”); INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • October 4th, 2018 • Innoviva, Inc. • Pharmaceutical preparations • California
This Separation and Release Agreement (this “Agreement”), delivered September 28, 2018, confirms the following understandings and agreements between Innoviva, Inc. (the “Company”) and George B. Abercrombie (hereinafter referred to as “you” or “your”).
QuickLinks -- Click here to rapidly navigate through this documentStrategic Alliance Agreement • September 30th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
[*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
TECHNOLOGY TRANSFER AND SUPPLY AGREEMENTTechnology Transfer and Supply Agreement • August 1st, 2012 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS TECHNOLOGY TRANSFER AND SUPPLY AGREEMENT (this “Agreement”) is made as of this 22nd day of May, 2012 (the “Effective Date”) by and between Theravance, Inc., a Delaware Corporation having its principal place of business at 901 Gateway Blvd., South San Francisco, California, 94080 (“Theravance”) and Hospira Worldwide, Inc., a Delaware Corporation having its principal place of business at 275 North Field Drive, Lake Forest, Illinois, 60045 (“Hospira”).
ContractShare Repurchase Agreement • May 20th, 2021 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022Agreement and Plan of Merger • May 24th, 2022 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2022 (this “Agreement”), by and among Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), Innoviva, Inc., a Delaware corporation (“Parent”), and Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1.
THERAVANCE, INC. (a Delaware corporation) 2.125% Convertible Subordinated Notes due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2013 • Theravance Inc • Pharmaceutical preparations • New York
IN WITNESS WHEREOF, the undersigned, solely in his capacity as an officer of Theravance, Inc., has executed and delivered this certificate as of the date first written above.
THERAVANCE, INC. COMMON STOCK PURCHASE AGREEMENT July 30, 2013Common Stock Purchase Agreement • July 30th, 2013 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of July, 2013, by and among Theravance, Inc., a Delaware corporation (the “Company”), Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (the “Investor”), and solely for the purposes of Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.17 and 6.18 hereof, GlaxoSmithKline LLC, a Delaware limited liability company, the successor entity to SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”).
WARRANT AGREEMENT To Purchase Shares of the Series A Preferred Stock of ADVANCED MEDICINE, INC. Dated as of May 7, 1997 (the "Effective Date")Theravance Inc • August 27th, 2004 • Pharmaceutical preparations • Illinois
WHEREAS, Advanced Medicine, Inc., a Delaware corporation (the "Company") has entered into a Master Lease Agreement dated as of May 7, 1997, Equipment Schedule No. VL-1 dated as of May 7, 1997, and related Summary Equipment Schedules (collectively, the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and
FIRST AMENDMENT TO LEASETo Lease • August 4th, 2010 • Theravance Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of June 1, 2010 (“Effective Date”), by and between ARE-901/951 GATEWAY BOULEVARD, LLC, a Delaware limited liability company (“Landlord”), and THERAVANCE, INC., a Delaware corporation (“Tenant”).
AGREEMENTAgreement • February 13th, 2018 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT (this “Agreement”) is made as of February 12, 2018 by and among Innoviva, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
THERAVANCE, INC. (a Delaware corporation) [ • ] Shares of Common Stock PURCHASE AGREEMENTStock Purchase Agreement • September 13th, 2004 • Theravance Inc • Pharmaceutical preparations • New York
Common Stock acquired as part of the public offering or in open market transactions after the close of the public offering contemplated by the Purchase Agreement.
AMENDMENT TO AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • August 1st, 2007 • Theravance Inc • Pharmaceutical preparations • Delaware
This Amendment to the Amended and Restated Governance Agreement (this “Amendment”) is entered into effective as of April 25, 2007, by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), Theravance, Inc., a Delaware corporation (the “Company”), GlaxoSmithKline plc, an English public limited company (“GlaxoSmithKline”) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GGL” and with each of GSK, GlaxoSmithKline and the Company, a “Party”) and amends the Amended and Restated Governance Agreement (the “Governance Agreement”) entered into as of June 4, 2004, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.
SUPPLEMENTAL MABA AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 24th, 2012 • Theravance Inc • Pharmaceutical preparations • Delaware
This Amendment to the Strategic Alliance Agreement (this “Amendment”) is entered into effective as of October 3, 2011 (the “Effective Date of this Amendment”), between Theravance, Inc., a Delaware corporation (“Theravance”) and Glaxo Group Limited, a private company limited by shares registered under the laws of England and Wales (“GSK”) and amends and supplements the Strategic Alliance Agreement entered into as of March 30, 2004, as amended and supplemented on September 13, 2004, February 11, 2005, February 8, 2006, February 27, 2006, February 27, 2009, June 22, 2009 and July 16, 2010 (the “Agreement”). All capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.
