Common use of Governmental and Third Party Authorizations Clause in Contracts

Governmental and Third Party Authorizations. The execution and delivery by Theravance Biopharma of this Sale and Contribution Agreement, the performance by Theravance Biopharma of its obligations hereunder and the consummation of any of the transactions by Theravance Biopharma contemplated hereunder do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by or filing with any Governmental Authority or any other Person, except for the filing of a Current Report on Form 8-K with the SEC, the filing of UCC financing statements, the notice to Innoviva, as manager of TRC LLC, in the form of Exhibit A attached hereto, and the amendment of Exhibit A to the TRC LLC Agreement to reflect the transfer of the Issuer Class C Units contemplated by the Transaction Documents and those previously obtained.

Governmental and Third Party Authorizations. The execution and delivery by Theravance Biopharma the Transferee of this Sale and Contribution Agreementthe Transaction Documents to which the Transferee is party, the performance by Theravance Biopharma the Transferee of its obligations hereunder and thereunder and the consummation of any of the transactions by Theravance Biopharma contemplated hereunder and thereunder do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by or filing with any Governmental Authority or any other Person, except for the filing of a Current Report on Form 8-K with the SEC, the filing of UCC financing statements, the notice to Innoviva, as manager of TRC LLC, in the form of Exhibit A attached hereto, and the amendment of Exhibit A to the TRC LLC Agreement to reflect the transfer of the Issuer Class C Units contemplated by the Transaction Documents and those previously obtained.