THERAVANCE BIOPHARMA, INC. (a Cayman Islands exempted company) $200,000,000 3.250% Convertible Senior Notes due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2016 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
THERAVANCE BIOPHARMA, INC. ORDINARY SHARES SALES AGREEMENTSales Agreement • December 3rd, 2019 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
COMMERCIALIZATION AGREEMENT by and between THERAVANCE, INC. and CLINIGEN GROUP PLC Dated: March 8, 2013Commercialization Agreement • May 7th, 2014 • Theravance Biopharma, 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”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIPLE ROYALTY SUB II LLCLimited Liability Company Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 28, 2020 (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 II 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.
CONSENT TO ASSIGNMENTAssignment • August 14th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations
This Consent to Assignment (this “Consent”) is made as of May 21, 2014, 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.
TECHNOLOGY TRANSFER AND SUPPLY AGREEMENTTechnology Transfer and Supply Agreement • May 7th, 2014 • Theravance Biopharma, 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”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • September 28th, 2022 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2022, by and between Theravance Biopharma, Inc., a Cayman Islands exempted company (“Company”), and GSK Finance (No.3) plc, a public company limited by shares registered under the laws of England and Wales (“Seller”).
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.
FIRST AMENDMENT TO LEASETo Lease • August 1st, 2013 • Theravance Biopharma, Inc.
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”).
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 • August 1st, 2013 • Theravance Biopharma, Inc. • California
THIS AMENDED AND RESTATED LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date.
SALE AND CONTRIBUTION AGREEMENT dated as of February 28, 2020 among THERAVANCE BIOPHARMA R&D, INC., as the Transferor, TRIPLE ROYALTY SUB II LLC, as the Transferee,Sale and Contribution Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
NOTE PURCHASE AGREEMENT dated February 21, 2020 among THERAVANCE BIOPHARMA R&D, INC., TRIPLE ROYALTY SUB II LLC and THE PURCHASER NAMED HEREIN $400,000,000 TRIPLE II 9.5% FIXED RATE TERM NOTES DUE 2035Note Purchase Agreement • February 27th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
Triple Royalty Sub II 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:
EMPLOYEE MATTERS AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of June 1, 2014Employee Matters Agreement • June 3rd, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 1, 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”).
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 February 28, 2020Pledge and Security Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of February 28, 2020 (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 II 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, the Trustee, and solely with respect to Sections 2.11(o) and 2.11(p) thereof, Theravance Biopharma, Inc., a Cayman Islands exempted company.
SEPARATION AND DISTRIBUTION AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of [·], 2014Separation and Distribution Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION 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”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
COOPERATION AGREEMENTCooperation Agreement • June 25th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This COOPERATION AGREEMENT (this “Agreement”) is entered into as of June 22, 2020, by and among Theravance BIOPHARMA, Inc. (the “Company”), GlaxoSmithKline plc (“GSK”) and GSK FINANCE (NO.3) PLC (the “Issuer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 16th, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2018, by and among Cumberland Pharmaceuticals Inc., a corporation incorporated in the State of Tennessee, U.S.A. having a principal place of business at 2525 West End Avenue, Suite 950, Nashville, Tennessee 37203, U.S.A., (“Buyer”) on the one hand, and Theravance Biopharma Ireland Limited (“TBIL”), a corporation organized under the laws of the country of Ireland having a principal place of business at Connaught House, 1 Burlington Road, Dublin 4 Ireland and Theravance Biopharma US, Inc. (“TBUS”), a corporation incorporated in the State of Delaware, U.S.A. having a principal place of business at 901 Gateway Boulevard South San Francisco, CA 94080, U.S.A. (each of TBIL and TBUS, a “Seller,” and together, the “Sellers”). Buyer and each of Sellers are referred to hereinafter individually as a “Party” and together as the “Parties”.
DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • February 26th, 2021 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This Development and Commercialization Agreement ("Agreement") dated January 30, 2015 (the "Effective Date") is made by and between THERAVANCE BIOPHARMA R&D, INC., a Cayman Islands exempted company having its principal office at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands E9 KY1-1104 ("THERAVANCE"), and MYLAN IRELAND LIMITED, a limited company organized and existing under the laws of Ireland with its offices at South Bank House, Barrow Street, 6th Floor, Dublin 4, Ireland ("MYLAN"). THERAVANCE and MYLAN may be referred to, individually, as a "Party" or, together, as the "Parties."
TRANSITION SERVICES AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of June 2, 2014Transition Services Agreement • June 3rd, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 2, 2014, by and between Theravance, Inc., a Delaware corporation (“ParentCo”), and Theravance Biopharma, Inc., a Cayman Island exempted company (“SpinCo”), each a “Party” and together, the “Parties”. Capitalized terms not defined herein shall have the meaning set forth in that certain Separation and Distribution Agreement, dated June 1, 2014 (as amended or otherwise modified from time to time, the “Separation Agreement”) by and between the Parties. This Agreement shall be effective on the Distribution Date, as defined in the Separation Agreement.
SERVICING AGREEMENT dated as of February 28, 2020 between TRIPLE ROYALTY SUB II LLC and THERAVANCE BIOPHARMA US, INC.Servicing Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This SERVICING AGREEMENT, dated as of February 28, 2020 (this “Servicing Agreement”), is entered into between Triple Royalty Sub II LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and Theravance Biopharma US, Inc. (“Theravance Biopharma US”), a Delaware corporation, as the servicer (together with its permitted successors and assigns in such capacity, the “Servicer”).
CONSULTING AGREEMENTConsulting Agreement • October 5th, 2021 • Theravance Biopharma, Inc. • Pharmaceutical preparations • California
Effective September 30, 2021 (the “Effective Date”), Bradford J. Shafer (“Consultant”) and Theravance Biopharma US, Inc. (“Theravance Biopharma” or the “Company”) agree as follows:
GOVERNANCE AGREEMENTGovernance Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This GOVERNANCE AGREEMENT (this “Agreement”) is dated as of March 3, 2014 among Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GSK”), Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company” and with GSK, each a “Party”), provided that this Agreement shall only become effective upon the Effective Date (as defined below).
Theravance Biopharma and Pfizer Inc. Enter Global License Agreement for Skin- Targeted, Locally-Acting Pan-Janus Kinase (JAK) Inhibitor ProgramTheravance Biopharma, Inc. • December 26th, 2019 • Pharmaceutical preparations
Dublin, Ireland and New York – December 23, 2019 – Theravance Biopharma Ireland Limited, a subsidiary of Theravance Biopharma, Inc. (NASDAQ: TBPH) (“Theravance Biopharma”) and Pfizer Inc. (NYSE: PFE) (“Pfizer”) today announced that the companies have entered into a global license agreement for Theravance Biopharma’s preclinical program for skin-targeted, locally-acting pan-Janus kinase (JAK) inhibitors that can be rapidly metabolized. The compounds in this program target validated pro-inflammatory pathways and are specifically designed to possess skin-selective activity with minimal systemic exposure.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • February 26th, 2021 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (the "Agreement") is entered into as of February 5, 2018 (the "Effective Date") by and between THERAVANCE BIOPHARMA IRELAND LIMITED, a corporation organized under the laws of Ireland, with its principle place of business at Connaught House, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland ("Theravance"), and JANSSEN BIOTECH, INC., a Pennsylvania corporation, with its principal place of business at 800/850 Ridgeview Drive, Horsham, Pennsylvania, 19044, United States ("Janssen"). Theravance and Janssen are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
THERAVANCE RESPIRATORY COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Theravance Respiratory Company, LLC (the “LLC”) is entered into pursuant to the Delaware Limited Liability Company Act, Delaware Code Ann. Title 6, §§18-101, et seq., as amended from time to time (the “Act”), effective as of , 2014, by and among (i) each Member (as hereinafter defined) set forth on Exhibit A hereto, each having duly executed this Agreement or a counterpart to this Agreement intending to be legally bound by the following terms and conditions, (ii) Theravance, Inc., a Delaware corporation, as Manager, having duly executed this Agreement or a counterpart to this Agreement intending to be legally bound by the following terms and conditions, and (iii) such other Persons who may hereafter be admitted from time to time as Members (as hereinafter defined) in accordance with the provisions hereof.
ContractLicense Agreement • May 7th, 2014 • Theravance Biopharma, Inc. • 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.
REGISTRATION RIGHTS AGREEMENT AMONG THERAVANCE BIOPHARMA, INC. GLAXOSMITHKLINE PLC GSK FINANCE (NO.3) PLCRegistration Rights Agreement • June 25th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2020, is by and among THERAVANCE BIOPHARMA, INC., a Cayman Islands exempted company (the “Company”), GLAXOSMITHKLINE PLC, a public limited company incorporated under the laws of England and Wales, with registered number 03888792 (“GSK”), and GSK FINANCE (NO.3) PLC, a public limited company incorporated under the laws of England and Wales, with registered number 12615561 (“GSK Issuer”).
INDENTURE dated as of February 28, 2020 by and among TRIPLE ROYALTY SUB II LLC, a Delaware limited liability company, as issuer of the Notes described herein, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee, transfer...Indenture • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This INDENTURE (the “Indenture”), dated as of February 28, 2020, is by and among TRIPLE ROYALTY SUB II LLC, a Delaware limited liability company, as issuer of the Notes described herein (the “Issuer”), 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 (the “Trustee”) and solely with respect to Section 2.11(o) and Section 2.11(p), THERAVANCE BIOPHARMA, INC., a Cayman Islands exempted company (“Theravance Biopharma”).
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”).
THERAVANCE BIOPHARMA UK LIMITED and BRETT HAUMANN SERVICE AGREEMENTStrictly Private and Confidential • May 8th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • England
AMENDMENT NO. 1 TO THE LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENTAnd Commercialization Agreement • August 9th, 2016 • Theravance Biopharma, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment No. 1”) is entered into this 4th day of August, 2016 (“Amendment Effective Date”) and amends the Commercialization Agreement dated March 8, 2013, the current parties to which are Clinigen Group PLC, (“Clinigen”), and Theravance Biopharma Ireland Limited (referred to as “Theravance”). (the “Agreement”). Unless otherwise specifically stated herein, capitalized terms used herein and not defined shall have the same meaning set forth in the Agreement. References to “Sections” and “Exhibits” herein shall mean the corresponding sections and exhibits set forth in the Agreement.
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This Account Control Agreement (this “Agreement”), dated as of February 28, 2020, is entered into by and among (i) Triple Royalty Sub II LLC, a Delaware limited liability company, as the grantor (the “Grantor”), (ii) Theravance Biopharma US, Inc., a Delaware corporation, 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 II LLC, as the Issuer, U.S. Bank National Association, as the Trustee, and solely with respect to Sections 2.11(o) and 2.11(p) thereof, Theravance Biopharma, Inc., a Cayman Islands exempted company
SECOND AMENDMENT TO TECHNOLOGY TRANSFER AND SUPPLY AGREEMENT between BETWEEN HOSPIRA WORLDWIDE, INC. and THERAVANCE BIOPHARMA ANTIBIOTICS, INC.Technology Transfer and Supply Agreement • November 9th, 2016 • Theravance Biopharma, Inc. • Pharmaceutical preparations
This Second Amendment to the Technology Transfer and Supply Agreement (“2nd Amendment”) is made and effective as of 17th day of October, 2014 (“ Amendment Effective Date”), by and between Hospira Worldwide, Inc., (“Hospira”), and Theravance Biopharma Antibiotics, Inc. (“Theravance”) each herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this 2nd Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined herein).
RELEASE AGREEMENTRelease Agreement • July 14th, 2022 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This Release Agreement (“Agreement”) is made as of July 13, 2022 by and among (i) Innoviva, Inc., a Delaware corporation (“Innoviva”), (ii) Innoviva TRC Holdings LLC, a Delaware limited liability company (“Innoviva Seller”), (iii) Royalty Pharma Investments 2019 ICAV, an Irish collective asset-management vehicle (the “Purchaser”), (iv) Theravance Respiratory Company, LLC, a Delaware limited liability company (the “Company”), (v) Theravance Biopharma, Inc., a Cayman Islands exempted company (“Theravance”) and (vi) Theravance Biopharma US Holdings, Inc., a Delaware corporation (“Theravance US Holdings”) and Triple Royalty Sub II LLC, a Delaware limited liability company (“Triple II” and together with Theravance US Holdings, the “Theravance Equity Holders”). Each of the persons and entities referenced in the preceding sentence may be referred to herein collectively as the “parties” and individually as a “party.”
AMENDMENT AND TERMINATION OF RIGHTS AGREEMENTAnd Termination of Rights Agreement • May 1st, 2018 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT (this “Amendment and Termination”) is made as of May 1, 2018, between Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”), and Computershare Inc. (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Rights Agreement (as defined below).
