GSK to Theravance. GSK shall make the following milestone payments to Theravance upon the achievement of the indicated Development Milestone for the first Collaboration Product in which the Long-Acting x0 Xxxxxxxxxxxx Agonist is [***], and for the first LABA/ICS Combination Product in which the Long-Acting x0 Xxxxxxxxxxxx Agonist is [***]: Initiation of Phase I * U.S.$10 Million Initiation of Phase IIa** U.S.$10 Million Initiation of Phase IIb** U.S.$5 Million [***] [***] [***] [***] [***] [***] Annual Worldwide Net Sales over [***] Collaboration Product [***] Annual Worldwide Net Sales over [***] Combination Product [***] * GSK will make a Phase I milestone payment for both TD-3327 and AMI-15471. The Phase I milestone for TD-3327 is defined as initiation of the methacholine challenge portion of the Phase I Study in normal volunteers and will trigger a payment of U.S. $10 Million. The Phase I milestone for AMI-15471 is defined as initiation of the first Phase I Study in normal volunteers and will trigger a payment of U.S. $10 Million. **Phase IIa is defined as initiation of the first single dose study in patients where such study is statistically powered for efficacy based on FEV1. Phase IIb is defined as initiation of the first four (4) week dosing, safety and efficacy study in patients. Other Combination Products that contain a Long-Acting x0 Xxxxxxxxxxxx Agonist that is a Theravance Compound are not subject to milestone payments by GSK only if [***]. The Parties ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. intend that if the collaboration is successful [***] Collaboration Products that contain a Theravance Compound, Theravance be paid the applicable milestones [***]. If GSK, either individually or as a member of the Joint Steering Committee or Joint Project Committee, discontinues the Development of a [***] Collaboration Product that is a Theravance Compound for reasons other than [***], and such compound is the [***], it will [***].

GSK to Theravance. GSK shall make the following milestone payments to Theravance upon the achievement of the indicated Development Milestone for the first Collaboration Product in which the Long-Acting x0 Xxxxxxxxxxxx Agonist is a Theravance Compound, and for the first LABA/ICS Combination Product in which the Long-Acting x0 Xxxxxxxxxxxx Agonist is a Theravance Compound: Initiation of Phase I * U.S.$10 Million Initiation of Phase IIa** U.S.$10 Million Initiation of Phase IIb** U.S.$5 Million Initiation of Phase III U.S.$25 Million U.S. U.S.$30 Million Europe U.S.$15 Million Japan U.S.$10 Million U.S. U.S.$30 Million Europe U.S.$15 Million Japan U.S.$10 Million Annual Worldwide Net Sales over U.S.$500 Million for single agent Collaboration Product U.S.$10 Million per year for first five years for single agent Collaboration Product Annual Worldwide Net Sales over U.S.$500 Million for LABA/ICS Combination Product U.S.$20 Million per year for first five years for LABA/ICS Combination Product * GSK will make a Phase I milestone payment for both TD-3327 and AMI-15471. The Phase I milestone for TD-3327 is defined as initiation of the methacholine challenge portion of the Phase I Study in normal volunteers and will trigger a payment of U.S. $10 Million. The Phase I milestone for AMI-15471 is defined as initiation of the first Phase I Study in normal volunteers and will trigger a payment of U.S. $10 Million. **Phase IIa is defined as initiation of the first single dose study in patients where such study is statistically powered for efficacy based on FEV1. Phase IIb is defined as initiation of the first four (4) week dosing, safety and efficacy study in patients. Other Combination Products that contain a Long-Acting x0 Xxxxxxxxxxxx Agonist that is a Theravance Compound are not subject to milestone payments by GSK only if all milestone payments through launch have otherwise been made to Theravance from any Collaboration Product as both a single-agent and as a combination product. The Parties intend that if the collaboration is successful in launching at least two Collaboration Products that contain a Theravance Compound, Theravance be paid the applicable milestones through launch for two products. If GSK, either individually or as a member of the Joint Steering Committee or Joint Project Committee, discontinues the Development of a single agent Collaboration Product that is a Theravance Compound for reasons other than Technical Failure, and such compound is the LABA in a LABA/ICS Combi...

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Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).
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