THERAVANCE, INC. (a Delaware corporation) • % Subordinated Convertible Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • January 15th, 2008 • Theravance Inc • Pharmaceutical preparations • New York
Theravance, Inc., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Goldman, Sachs, & Co. ("Goldman, Sachs") and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Goldman, Sachs are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $150,000,000 aggregate principal amount of the Company's [ • ]% Subordinated Convertible Notes due 2015 (the "Notes"), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any
