AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIPLE ROYALTY SUB II LLCLimited Liability Company Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 28, 2020 (together with the schedules and exhibit attached hereto, as the same may be amended or otherwise modified from time to time, this “Agreement”), of Triple Royalty Sub II LLC, a Delaware limited liability company (the “Company”), is entered into by Theravance Biopharma R&D, Inc. (“Theravance Biopharma R&D”), a Cayman Islands exempted company, as the initial sole equity member (together with its successors and assigns in such capacity pursuant to Section 22 hereof, the “Member”) of the Company.
SALE AND CONTRIBUTION AGREEMENT dated as of February 28, 2020 among THERAVANCE BIOPHARMA R&D, INC., as the Transferor, TRIPLE ROYALTY SUB II LLC, as the Transferee,Sale and Contribution Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
PLEDGE AND SECURITY AGREEMENT MADE BY THERAVANCE BIOPHARMA R&D, INC., AS EQUITYHOLDER, IN FAVOR OF U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE Dated as of February 28, 2020Pledge and Security Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of February 28, 2020 (this “Pledge and Security Agreement”), is made by Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (“Theravance Biopharma R&D”), as the equityholder (in such capacity, the “Equityholder”) of Triple Royalty Sub II LLC, a Delaware limited liability company, as the issuer (the “Issuer”), in favor of U.S. Bank National Association, a national banking association, not in its individual capacity but solely as the trustee (the “Trustee”) under the Indenture, dated as of the date hereof, by and between the Issuer, the Trustee, and solely with respect to Sections 2.11(o) and 2.11(p) thereof, Theravance Biopharma, Inc., a Cayman Islands exempted company.
SERVICING AGREEMENT dated as of February 28, 2020 between TRIPLE ROYALTY SUB II LLC and THERAVANCE BIOPHARMA US, INC.Servicing Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This SERVICING AGREEMENT, dated as of February 28, 2020 (this “Servicing Agreement”), is entered into between Triple Royalty Sub II LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and Theravance Biopharma US, Inc. (“Theravance Biopharma US”), a Delaware corporation, as the servicer (together with its permitted successors and assigns in such capacity, the “Servicer”).
INDENTURE dated as of February 28, 2020 by and among TRIPLE ROYALTY SUB II LLC, a Delaware limited liability company, as issuer of the Notes described herein, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee, transfer...Indenture • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This INDENTURE (the “Indenture”), dated as of February 28, 2020, is by and among TRIPLE ROYALTY SUB II LLC, a Delaware limited liability company, as issuer of the Notes described herein (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee, transfer agent, paying agent, registrar and calculation agent of the Notes described herein (the “Trustee”) and solely with respect to Section 2.11(o) and Section 2.11(p), THERAVANCE BIOPHARMA, INC., a Cayman Islands exempted company (“Theravance Biopharma”).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
This Account Control Agreement (this “Agreement”), dated as of February 28, 2020, is entered into by and among (i) Triple Royalty Sub II LLC, a Delaware limited liability company, as the grantor (the “Grantor”), (ii) Theravance Biopharma US, 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, by and between Triple Royalty Sub II LLC, as the Issuer, U.S. Bank National Association, as the Trustee, and solely with respect to Sections 2.11(o) and 2.11(p) thereof, Theravance Biopharma, Inc., a Cayman Islands exempted company
