Theravance Biopharma Cayman Holdings, Inc. Sample Contracts

par value $0.00001 per share) Controlled Equity OfferingSM Sales Agreement

Sales Agreement • June 26th, 2015 • Theravance Biopharma Cayman Holdings, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Sales Agreement
• Filed
  June 26th, 2015
• Company
  Theravance Biopharma Cayman Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

THERAVANCE BIOPHARMA, INC. and Computershare Inc., as Rights Agent RIGHTS AGREEMENT Dated as of May 9, 2014

Rights Agreement • June 26th, 2015 • Theravance Biopharma Cayman Holdings, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Rights Agreement
• Filed
  June 26th, 2015
• Company
  Theravance Biopharma Cayman Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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.