AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIPLE ROYALTY SUB LLCLimited Liability Company Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 30, 2018 (together with the schedules and exhibit attached hereto, as the same may be amended or otherwise modified from time to time, this “Agreement”), of Triple Royalty Sub LLC, a Delaware limited liability company (the “Company”), is entered into by Theravance Biopharma R&D, Inc. (“Theravance Biopharma R&D”), a Cayman Islands exempted company, as the initial sole equity member (together with its successors and assigns in such capacity pursuant to Section 22 hereof, the “Member”) of the Company.
SALE AND CONTRIBUTION AGREEMENT dated as of November 30, 2018 among THERAVANCE BIOPHARMA R&D, INC., as the Transferor, TRIPLE ROYALTY SUB LLC, as the Transferee, and solely with respect to Articles V and IX and Sections 6.7, 8.2, 8.3 and 8.4,...Sale and Contribution Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of November 30, 2018 (this “Sale and Contribution Agreement”), is entered into among Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (the “Transferor”), Triple Royalty Sub LLC, a Delaware limited liability company (the “Transferee”), and solely with respect to Articles V and IX and Sections 6.7, 8.2, 8.3 and 8.4, Theravance Biopharma, Inc., a Cayman Islands exempted company (“Theravance Biopharma”).
NOTE PURCHASE AGREEMENT dated November 30, 2018 among THERAVANCE BIOPHARMA R&D, INC., TRIPLE ROYALTY SUB LLC and THE PURCHASER NAMED HEREINNote Purchase Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
Triple Royalty Sub LLC, a Delaware limited liability company (the “Issuer”), and Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (“Theravance Biopharma R&D”), hereby covenant and agree with you as follows:
PLEDGE AND SECURITY AGREEMENT MADE BY THERAVANCE BIOPHARMA R&D, INC., AS EQUITYHOLDER, IN FAVOR OF U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE Dated as of November 30, 2018Pledge and Security Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2018 (this “Pledge and Security Agreement”), is made by Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (“Theravance Biopharma R&D”), as the equityholder (in such capacity, the “Equityholder”) of Triple Royalty Sub LLC, a Delaware limited liability company, as the issuer (the “Issuer”), in favor of U.S. Bank National Association, a national banking association, not in its individual capacity but solely as the trustee (the “Trustee”) under the Indenture, dated as of the date hereof, by and between the Issuer and the Trustee.
SERVICING AGREEMENT dated as of November 30, 2018 between TRIPLE ROYALTY SUB LLC and THERAVANCE BIOPHARMA R&D, INC.Servicing Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This SERVICING AGREEMENT, dated as of November 30, 2018 (this “Servicing Agreement”), is entered into between Triple Royalty Sub LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and Theravance Biopharma R&D, Inc. (“Theravance Biopharma R&D”), a Cayman Islands exempted company, as the servicer (together with its permitted successors and assigns in such capacity, the “Servicer”).
INDENTURE dated as of November 30, 2018 by and between TRIPLE ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee,...Indenture • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This INDENTURE, dated as of November 30, 2018, is by and between TRIPLE ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee, transfer agent, paying agent, registrar and calculation agent of the Notes described herein.
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • December 3rd, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This Account Control Agreement (this “Agreement”), dated as of November 30, 2018, is entered into by and among (i) Triple Royalty Sub LLC, a Delaware limited liability company, as the grantor (the “Grantor”), (ii) Theravance Biopharma R&D, Inc., a Cayman Islands exempted company, as the servicer (the “Servicer”), (iii) U.S. Bank National Association, a national banking association, as the secured party (the “Secured Party”), and (iv) U.S. Bank National Association in its additional capacities as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and a “bank” as defined in Section 9-102(a)(8) of the UCC (in such capacities, the “Financial Institution”). The rules of construction set forth in Annex A to the Indenture, dated as of the date hereof, by and between Triple Royalty Sub LLC, as the Issuer, and U.S. Bank National Association, as the Trustee, shall apply to this Agreement and are hereby incorporated by reference into this Agreement as if set forth fully in
