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THRX > SEC Filings for THRX > Form 8-K on 16-May-2013All Recent SEC Filings

Show all filings for THERAVANCE INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2013, Theravance, Inc. ("Theravance") entered into a Royalty Participation Agreement (the "Agreement") with Elan Corporation, plc ("Elan").

Pursuant to the Agreement, Elan will pay Theravance $1.0 billion to purchase a 21% participation interest in the potential future royalty payments related to BREO™ ELLIPTA™ /RELVAR™ ELLIPTA™, ANORO™ ELLIPTA™, MABA (Bifunctional Muscarinic Antagonist-Beta2 Agonist) monotherapy (GSK961081 or MABA '081) and vilanaterol
(VI) monotherapy when, as and if received by Theravance under Theravance's Collaboration Agreement and Strategic Alliance Agreement with Glaxo Group Limited (the "GSK Agreements"). Neither the GSK Agreements nor any rights under the GSK Agreements are being assigned to Elan.

Theravance's and Elan's obligation to consummate the transaction is subject to limited closing conditions, principally, if required by Irish takeover rules, approval of the transaction by Elan shareholders. Under the terms of the Agreement, Elan has agreed to hold its shareholders' meeting to consider the transaction within thirty-five days of the public announcement of the Agreement.

The Agreement also contains various representations and warranties, other covenants, indemnification obligations and other provisions that are customary for a transaction of this nature.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Theravance. Certain representations and warranties in the Agreement were used for the purpose of allocating risk between Theravance and Elan, rather than establishing matters of fact. Accordingly, the representations and warranties in the Agreement may not constitute the actual state of facts about Theravance or Elan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                                    Description
Exhibit 10.1   Royalty Participation Agreement between Theravance, Inc. and Elan
               Corporation dated May 12, 2013.

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