THERAVANCE, INC. and , as Rights Agent RIGHTS AGREEMENT Dated as of , 2004Rights Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above).
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").
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.
QuickLinks -- Click here to rapidly navigate through this documentStrategic Alliance Agreement • June 10th, 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.
WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of ADVANCED MEDICINE, INC. Dated as of April 27, 1998 (the "Effective Date")Theravance Inc • June 10th, 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 Schedules No. VL-4 and VL-5 dated as of April 27, 1998, and related Summary Equipment Schedules (collectively, the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and
COLLABORATION AGREEMENT by and between THERAVANCE, INC. and GLAXO GROUP LIMITED Dated: November 14, 2002Preferred Stock Purchase Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
This COLLABORATION AGREEMENT ("Agreement") dated November 14, 2002, is made by and between THERAVANCE, INC., a Delaware corporation, and having its principal office at 901 Gateway Boulevard, South San Francisco, California 94080 ("Theravance"), and GLAXO GROUP LIMITED, a United Kingdom corporation, and having its principal office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom ("GSK"). Theravance and GSK may be referred to as a "Party" or together, the "Parties".
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, 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").
STOCK PLEDGE AGREEMENTTheravance Inc • June 10th, 2004 • Pharmaceutical preparations • California
In order to secure payment of the promissory note dated July 1, 2002 (the "Note") payable to Theravance, Inc., a Delaware corporation (the "Company"), at its principal offices in the principal amount of Three Million Seven Hundred and Fifty dollars ($3,750,000.00), which Note the Borrower delivered in connection with a loan extended to the Borrower by the Company, the Borrower hereby grants the Company a security interest in, and assigns, transfers and pledges to the Company, the following securities and other property:
THERAVANCE, INC. CLASS A COMMON STOCK PURCHASE AGREEMENT March 30, 2004Common Stock Purchase Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
THERAVANCE, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT May 11, 2004Investors' Rights Agreement • June 10th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of the 11th day of May, 2004, by and among Theravance, Inc., a Delaware corporation (the "Company"), certain of the holders of the Company's Common Stock (as defined below) listed on Schedule A that are signatories hereto and/or are signatories to the Prior Agreement (as defined below), each of which is herein referred to as an "Investor", and certain holders of the Company's Common Stock listed on Schedule B, each of which is herein referred to as an "Original Common Holder."
QuickLinks -- Click here to rapidly navigate through this documentTheravance Inc • June 10th, 2004 • Pharmaceutical preparations • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
QuickLinks -- Click here to rapidly navigate through this documentTheravance Inc • June 10th, 2004 • Pharmaceutical preparations
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
