CONSENT TO ASSIGNMENTAssignment • April 30th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations
This Consent to Assignment (this “Consent”) is made as of , 201 , by ARE-901/951 GATEWAY BOULEVARD, LLC, a Delaware limited liability company, having an address of 385 E. Colorado Blvd., Suite 299, Pasadena, California 91101 (“Landlord”), to THERAVANCE, INC., a Delaware corporation (“Tenant”), and THERAVANCE BIOPHARMA US, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals.
THERAVANCE BIOPHARMA, INC. and Computershare Inc., as Rights Agent RIGHTS AGREEMENT Dated as of , 2014Rights Agreement • April 30th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
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 Ordinary Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
EMPLOYEE MATTERS AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of [ ], 2014Employee Matters Agreement • April 30th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is entered into by and between Theravance, Inc., a Delaware corporation (“ParentCo”), and Theravance Biopharma, Inc., a Cayman Islands corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , , between THERAVANCE BIOPHARMA, INC., a Cayman Islands exempted company limited by shares (“the Company”), and (“Indemnitee”).
TAX MATTERS AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of [·], 2014Tax Matters Agreement • April 30th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS TAX MATTERS AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of [·], 2014, by and between Theravance, Inc., a Delaware corporation (“Theravance”), and Theravance Biopharma, Inc., a Cayman corporation (“Biopharma”). Theravance and Biopharma are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Article I.
