NOTE PURCHASE AGREEMENT dated February 21, 2020 among THERAVANCE BIOPHARMA R&D, INC., TRIPLE ROYALTY SUB II LLC and THE PURCHASER NAMED HEREIN $400,000,000 TRIPLE II 9.5% FIXED RATE TERM NOTES DUE 2035Note Purchase Agreement • February 27th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
Triple Royalty Sub II LLC, a Delaware limited liability company (the “Issuer”), and Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (“Theravance Biopharma R&D”), hereby covenant and agree with you as follows:
LICENSE AGREEMENT CONFIDENTIALLicense Agreement • February 27th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
Each of the Development Payments set forth above will be payable one time only (regardless of the number of Products with respect to which, or the number of times with respect to any Product, the specified Development Event occurs). No Development Payments will be payable by Pfizer for any subsequent Product regardless of the number of Products Developed. For clarification, if one Product replaces another Product in Development, then such replacement Product will only be subject to Development Payments that have not previously been triggered by one or more prior Products. If any of the Development Events set forth in (i), (ii) or (iii) of the chart immediately above is achieved prior to one or more Development Event(s) preceding it on such chart having been achieved, then Pfizer will pay the Development Payment(s) for such previous Development Event(s) along with the payment for the most recently achieved Development Event. The maximum amount payable by Pfizer under this Agreement with
