Theravance Biopharma Inc
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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FY2023 · Filed Mar 1, 2024
TBPH$17.030.0%Stored close · as of Sep 23, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
| | | Incorporated by Reference | |
| Exhibit Number | Description | Form | FilingDate/PeriodEnd Date |
| 2.1 | Separation and Distribution Agreement by and between Theravance Biopharma, Inc. and Innoviva, Inc., dated June 1, 2014 | 8-K | June 3, 2014 |
| 2.2** | Equity Purchase and Funding Agreement, dated as of July 13, 2022, by and between Theravance Biopharma, Inc. and Royalty Pharma Investments 2019 ICAV | 8-K | July 14, 2022 |
| 3.1 | Amended and Restated Memorandum and Articles of Association | 8-K | May 3, 2023 |
| 4.1 | Specimen Share Certificate | 10-12B | April 30, 2014 |
| 4.2 | Registration Rights Agreement, dated March 3, 2014 | 10-12B | April 8, 2014 |
| 4.3 | Shelf Rights Plan Resolution | DEF 14A | March 21, 2018 |
| 4.4 | Sales Agreement between Theravance Biopharma, Inc. and Cowen and Company, LLC dated December 3, 2019 | S-3 | December 3, 2019 |
| 4.5 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | December 31, 2019 |
| 4.6 | Registration Rights Agreement among Theravance Biopharma, Inc., GSK Finance (No.3) plc and GlaxoSmithKline plc dated June 22, 2020. | 8-K | June 25, 2020 |
| 4.7 | Waiver and Assignment of Registration Rights and Voting Agreement among GSK Finance (No.3) plc, Glaxo Group Limited and Theravance Biopharma, Inc. dated as of June 22, 2020. | 8-K | June 25, 2020 |
| 10.1 | Transition Services Agreement by and between Theravance Biopharma, Inc. and Innoviva, Inc., dated June 2, 2014 | 8-K | June 3, 2014 |
| 10.2 | Tax Matters Agreement by and between Theravance Biopharma, Inc. and Innoviva, Inc., dated June 2, 2014 | 8-K | June 3, 2014 |
| 10.3 | Employee Matters Agreement by and between Theravance Biopharma, Inc. and Innoviva, Inc., dated June 1, 2014 | 8-K | June 3, 2014 |
| 10.4+ | Amended and Restated 2013 Equity Incentive Plan | 8-K | May 3, 2023 |
| 10.5+ | UK Addendum to the 2013 Equity Incentive Plan | 10-Q | August 14, 2014 |
| 10.6+ | 2014 New Employee Equity Incentive Plan | S-8 | November 14, 2014 |
| 10.7+ | 2013 Employee Share Purchase Plan, as amended | S-8 | Aug. 18, 2014 |
| 10.8+ | Forms of award agreements under the 2013 Equity Incentive Plan and 2014 New Employee Equity Incentive Plan | 10-Q | May 10, 2016 |
| 10.9+ | Forms of Equity Award Amendment | 10-12B | May 7, 2014 |
| 10.10+ | Form of Acknowledgment for Irish Non-Employee Directors | 10-K | March 11, 2016 |
| 10.11+ | Irish Addendum to the 2013 Equity Incentive Plan | 10-K | March 11, 2016 |
| 10.12+ | Irish Addendum to the 2014 New Employee Equity Incentive Plan | 10-K | March 11, 2016 |
| 10.13+ | UK and Irish Addendums to the 2013 Employee Share Purchase Plan | 10-K | March 11, 2016 |
| 10.14+ | Theravance Biopharma, Inc. Performance Incentive Plan | 8-K | May 6, 2016 |
| 10.15+ | Form of Notice of Option Grant and Option Agreement under the Company’s Performance Incentive Plan | 10-Q | November 8, 2017 |
| 10.16+ | Form of Notice of Performance Restricted Share Unit Award and Restricted Share Unit Agreement under the Company’s Performance Incentive Plan | 10-Q | November 8, 2017 |
| 10.17+ | Form of Notice of Restricted Share Unit Award | 10-Q | May 10, 2023 |
| 10.18+ | Change in Control Severance Plan | 10-12B | April 8, 2014 |
| 10.19+ | Cash Bonus Program | 10-12B | November 22, 2013 |
| 10.20+ | Form of Indemnity Agreement | 10-12B | April 30, 2014 |
| | | Incorporated by Reference | |
| Exhibit Number | Description | Form | FilingDate/PeriodEnd Date |
| 10.21 | Amended and Restated Lease Agreement, 951 Gateway Boulevard, between Innoviva, Inc. and HMS Gateway Office L.P., dated January 1, 2001 | 10-12B | August 1, 2013 |
| 10.22 | First Amendment to Lease for 951 Gateway Boulevard effective as of June 1, 2010 between Innoviva, Inc. and ARE-901/951 Gateway Boulevard, LLC | 10-12B | August 1, 2013 |
| 10.23 | Lease Agreement, 901 Gateway Boulevard, between Innoviva, Inc. and HMS Gateway Office L.P., dated January 1, 2001 | 10-12B | August 1, 2013 |
| 10.24 | First Amendment to Lease for 901 Gateway Boulevard effective as of June 1, 2010 between Innoviva, Inc. and ARE-901/951 Gateway Boulevard, LLC | 10-12B | August 1, 2013 |
| 10.25 | Consent to Assignment by and among ARE-901/951 Gateway Boulevard, LLC, Innoviva, Inc. and Theravance Biopharma, Inc. and Assignment and Assumption of Lease for 901 Gateway Blvd. | 10-Q | August 14, 2014 |
| 10.26 | Consent to Assignment by and among ARE-901/951 Gateway Boulevard, LLC, Innoviva, Inc. and Theravance Biopharma, Inc. and Assignment and Assumption of Lease for 951 Gateway Blvd. | 10-Q | August 14, 2014 |
| 10.27 | Theravance Respiratory Company, LLC Limited Liability Company Agreement, dated May 31, 2014 | 8-K | June 3, 2014 |
| 10.28 | Collaboration Agreement between Innoviva, Inc. and Glaxo Group Limited, dated November 14, 2002 (1) | | |
| 10.29 | Strategic Alliance Agreement by and between Innoviva, Inc. and Glaxo Group Limited, dated March 30, 2004 (2) | | |
| 10.30 | Amendment to Strategic Alliance Agreement by and between Innoviva, Inc. and Glaxo Group Limited, dated October 3, 2011 (3) | | |
| 10.31 | Collaboration Agreement Amendment by and between Innoviva, Inc. and Glaxo Group Limited dated, March 3, 2014 (4) | | |
| 10.32 | Strategic Alliance Agreement Amendment by and between Innoviva, Inc. and Glaxo Group Limited dated, March 3, 2014 (4) | | |
| 10.33 | Master Agreement by and between Innoviva, Inc., Theravance Biopharma, Inc. and Glaxo Group Limited, dated March 3, 2014 (4) | | |
| 10.34 | Extension Agreement by and between the Company and Glaxo Group Limited, dated March 3, 2014 | 10-12B | April 8, 2014 |
| 10.35+ | Amended Offer Letter with Rick E Winningham dated August 5, 2014 | 10-Q | November 12, 2014 |
| 10.36+ | Offer Letter with Richard Graham, Ph.D. dated August 12, 2015 | 10-Q | September 30, 2020 |
| 10.37+ | Offer Letter with Brett Grimaud dated May 12, 2014 | 10-Q | May 10, 2023 |
| 10.38+ | Offer Letter with Aziz Sawaf dated June 16, 2014 | 10-Q | May 10, 2023 |
| 10.39+ | Offer Letter with Rhonda Farnum dated July 9, 1018 | | |
| 10.40** | Development and Commercialization Agreement by and between Theravance Biopharma R&D, Inc. and Mylan Ireland Limited, dated January 30, 2015 | 10-K | December 31, 2020 |
| 10.41 | 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, and Theravance Biopharma, Inc. | 8-K | March 04, 2020 |
| 10.42 | Amended and Restated Limited Liability Company Agreement of Triple Royalty Sub II LLC, dated February 28, 2020, by Theravance Biopharma R&D, Inc., as the initial sole equity member | 8-K | March 04, 2020 |
| 10.43 | Annex A - Rules of Construction and Defined Terms of the Amended and Restated Limited Liability Company Agreement of Triple Royalty Sub II LLC, dated February 28, 2020 | 8-K | March 04, 2020 |
| 10.44 | Amendments to Lease for 901 Gateway Boulevard between Theravance Biopharma US, Inc. and ARE-901/951 Gateway Boulevard, LLC | 10-Q | August 2, 2018 |
| 10.45 | Amendments to Lease for 951 Gateway Boulevard between Theravance Biopharma US, Inc. and ARE-901/951 Gateway Boulevard, LLC | 10-Q | August 2, 2018 |
| | | Incorporated by Reference | |
| Exhibit Number | Description | Form | FilingDate/PeriodEnd Date |
| 10.46* | Amendment No. 1 to the Development and Commercialization Agreement by and between Theravance Biopharma Ireland Limited and Mylan Ireland Limited, dated June 12, 2019 | 10-Q | August 5, 2019 |
| 10.47 | Cooperation Agreement among Theravance Biopharma, Inc., GSK Finance (No.3) plc and GlaxoSmithKline plc, dated June 22, 2020 | 8-K | June 25, 2020 |
| 10.49** | Master Consent, dated as of July 13, 2022, by and among Glaxo Group Limited, Theravance Biopharma, Inc. and Royalty Pharma Investments 2019 ICAV | 8-K | July 14, 2022 |
| 10.50 | Release Agreement, dated as of July 13, 2022, by and among Innoviva, Inc., Innoviva TRC Holdings LLC, Royalty Pharma Investments 2019 ICAV, Theravance Respiratory Company, LLC, Theravance Biopharma, Inc., Theravance Biopharma US Holdings, Inc. and Triple Royalty Sub II LLC | 8-K | July 14, 2022 |
| 10.51+** | First Amendment to the Theravance Biopharma, Inc. Change in Control Severance Plan | 10-Q | November, 9, 2022 |
| 10.52 | Cooperation Agreement, dated as of December 21, 2023, by and among Theravance Biopharma, Inc., a Cayman Islands exempted company, Irenic Capital Management LP, a Delaware limited partnership, Irenic Capital Management GP LLC, a Delaware limited liability company, Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership, and Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company | 8-K | December 21, 2023 |
| 21.1 | Subsidiaries of Theravance Biopharma, Inc. | | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 | | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 | | |
| 32 | Certifications Pursuant to 18 U.S.C. Section 1350 | | |
| 97.1 | Theravance Biopharma, Inc. Policy for the Recovery of Erroneously Awarded Compensation | | |
| 101 | The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101). | | |
| + | Management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K. |
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| * | Portions of this exhibit have been omitted and the omitted information has been filed separately with the Securities and Exchange Commission pursuant to an order granting confidential treatment. |
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| ** | Portions of this exhibit have been omitted pursuant to Items 601(a)(5), Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. |
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| (1) | Incorporated by reference to an exhibit filed with the quarterly report on Form 10-Q of Innoviva, Inc., filed with the Securities and Exchange Commission on August 7, 2014. |
| (2) | Incorporated by reference to an exhibit filed with the annual report on Form 10-K of Innoviva, Inc., filed with the Commission on March 3, 2014. |
| (3) | Incorporated by reference to an exhibit filed with the annual report on Form 10-K of Innoviva, Inc., filed with the Commission on February 27, 2012. |
| (4) | Incorporated by reference to an exhibit filed with the current report on Form 8-K/A of Innoviva, Inc., filed with the Commission on March 6, 2014. |
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