0001104659-10-060202 Sample Contracts

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SECOND AMENDMENT TO AMENDED AND RESTATED GOVERNANCE AGREEMENT
Governance Agreement • November 29th, 2010 • Theravance Inc • Pharmaceutical preparations • Delaware

This Second Amendment to the Amended and Restated Governance Agreement (this “Amendment”) is entered into effective as of November 29, 2010, by and among GlaxoSmithKline LLC, a Delaware limited liability company, the successor entity to SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), Theravance, Inc., a Delaware corporation (the “Company”), GlaxoSmithKline plc, an English public limited company (“GlaxoSmithKline”) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GGL” and with each of GSK, GlaxoSmithKline and the Company, a “Party”) and amends the Amended and Restated Governance Agreement (the “Governance Agreement”) entered into as of June 4, 2004 and as amended on April 25, 2007, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.

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THERAVANCE, INC. COMMON STOCK PURCHASE AGREEMENT November 29, 2010
Common Stock Purchase Agreement • November 29th, 2010 • Theravance Inc • Pharmaceutical preparations • Delaware
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