THERAVANCE BIOPHARMA, INC. and Computershare Inc., as Rights Agent RIGHTS AGREEMENT Dated as of , 2014Rights Agreement • April 8th, 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.
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.
TRANSITION SERVICES AGREEMENT by and between THERAVANCE, INC. and THERAVANCE BIOPHARMA, INC. Dated as of [·], 2014Transition Services Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, by and between Theravance, Inc., a Delaware corporation (“ParentCo”), and Theravance Biopharma, Inc., a Cayman Islands corporation (“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 as of [ ], 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.
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 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.
THERAVANCE BIOPHARMA, INC. REGISTRATION RIGHTS AGREEMENT March 3, 2014Registration Rights Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 3rd day of March, 2014, by and among Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”) and Glaxo Group Limited (“Investor”).
EXTENSION AGREEMENTExtension Agreement • April 8th, 2014 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Extension Agreement (the “Agreement”) is entered into on March 3, 2014 between Theravance Biopharma, Inc., a Cayman Islands exempted company (“Theravance Biopharma”), and Glaxo Group Limited, a private company limited by shares registered under the laws of England and Wales (“GSK”).
