LIMITED LIABILITY COMPANY AGREEMENT OF LABA ROYALTY SUB LLCLimited Liability Company Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 17, 2014 (together with the schedules attached hereto, as the same may be amended or otherwise modified from time to time, this “Agreement”) of LABA ROYALTY SUB LLC, a Delaware limited liability company (the “Company”), is entered into by Theravance, Inc., a Delaware corporation, as the initial sole equity member (together with its successors and assigns in such capacity pursuant to Section 21 hereof, the “Member”) of the Company.
INDENTURE dated as of April 17, 2014 by and between LABA ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the...Indenture • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • New York
This INDENTURE, dated as of April 17, 2014, is by and between LABA ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein.
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • New York
This Account Control Agreement (this “Agreement”) dated as of April 17, 2014, is entered into by and among (i) LABA Royalty Sub LLC, a Delaware limited liability company, as the grantor (the “Grantor”), (ii) Theravance, Inc., a Delaware corporation, as the servicer (the “Servicer”), (iii) U.S. Bank National Association, a national banking association, as the secured party (the “Secured Party”), and (iv) U.S. Bank National Association in its additional capacities as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and a “bank” as defined in Section 9-102(a)(8) of the UCC (in such capacities, the “Financial Institution”). The rules of construction set forth in Annex A to the Indenture, dated as of the date hereof, between LABA Royalty Sub LLC, as the Issuer, and U.S. Bank National Association, as the Trustee, shall apply to this Agreement and are hereby incorporated by reference into this Agreement as if set forth fully in this Agreement. Capitalized terms used b
SALE AND CONTRIBUTION AGREEMENT dated as of April 17, 2014 between THERAVANCE, INC., as the Transferor and LABA ROYALTY SUB LLC, as the TransfereeSale and Contribution Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • New York
This SALE AND CONTRIBUTION AGREEMENT dated as of April 17, 2014 (this “Sale and Contribution Agreement”), is entered into between Theravance, Inc., a Delaware corporation (the “Transferor”), and LABA Royalty Sub LLC, a Delaware limited liability company (the “Transferee”).
NOTE PURCHASE AGREEMENT dated April 17, 2014 among THERAVANCE, INC., LABA ROYALTY SUB LLC and THE PURCHASER NAMED HEREIN $450,000,000 LABA PHARMASM 9.0% FIXED RATE TERM NOTES DUE 2029Note Purchase Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • New York
LABA Royalty Sub LLC, a Delaware limited liability company, and Theravance, Inc., a Delaware corporation, hereby covenant and agree with you as follows:
SERVICING AGREEMENT dated as of April 17, 2014 between LABA ROYALTY SUB LLC and THERAVANCE, INC.Servicing Agreement • April 21st, 2014 • Theravance Inc • Pharmaceutical preparations • New York
This SERVICING AGREEMENT, dated as of April 17, 2014 (this “Servicing Agreement”), is entered into between LABA ROYALTY SUB LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and Theravance, Inc., a Delaware corporation, as the servicer (together with its permitted successors and assigns in such capacity, the “Servicer”).
