28.

Severance Upon Termination Without Misconduct

28.1

If you are subject to a Termination Without Misconduct that occurs more than three (3) months before, or more than twenty-four (24) months after, a Change in Control (if any) (a “Non-Change in Control Termination”), subject to the provisions of clause 28.2, you will be entitled to the following payments and benefits (collectively the “Severance Benefits”):

(a)

an ex-gratia payment calculated as 100% of your Annual Base Pay, exclusive of any statutory redundancy payment and any contractual entitlements;

(b)

continued coverage for you, your spouse and your dependent children up to 25 years if in full time education or otherwise up to 18 years under the VHI Theravance Biopharma Healthcare Plan for a period of 12 months following the termination of your employment (i) subject to the continued availability of coverage under the VHI Theravance Biopharma Healthcare Plan and the eligibility rules of the insurer and (ii) further, the Company’s obligation to continue your participation in the aforementioned plan will cease if you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment;

(c)

the vested portion of each outstanding equity award held by you at the time of the Non-Change in Control Termination that is subject to time-based vesting

28.2

You shall not be entitled to receive any Severance Benefits unless you have executed a waiver of claims and a general release of all claims in favour of the Company and its affiliates.  Such release shall be executed on a form provided by and acceptable to the Company. The Company shall complete the form of release and deliver it to you within 30 days of the termination of your employment. The form of the release will specify how much time you have to sign it and whether there is a revocation period; provided, however, that the deadline for execution of the release will in no event be later than 50 days after the termination of your employment and the release must become effective by the 60^th day after the termination of your employment. If the release has not been signed by you and become effective by the 60^th day after the termination of your employment, you will cease to be eligible for the Severance Benefits.

28.3

The ex-gratia payment set out in clause 28.1(a) is subject to such tax and other deductions as the Company is required to deduct from the gross amount and remit to the Revenue Commissioners under the relevant tax and social welfare legislation.

28.4

For the avoidance of doubt, if you are subject to a Change in Control Termination within the meaning of that term, as defined in the Theravance Biopharma, Inc. Executive Severance Plan (the “Plan”), your severance entitlements shall be determined in accordance with the provisions of the Plan pertaining to a Change in Control Termination and you will not be entitled to the Severance Benefits as defined in clause 28.1 herein.

28.5

For the purposes of this clause, the following terms have the following meanings:

A.

The consummation of a merger or consolidation of Theravance Biopharma, Inc. with or into another entity or any other corporate reorganization, if persons who were not shareholders of Theravance Biopharma, Inc. immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;

B.

The sale, transfer or other disposition of all or substantially all of Theravance Biopharma, Inc.’s assets;

C.

A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either:

a.

had been directors of Theravance Biopharma, Inc. on the date 12 months prior to the date of such change in the composition of the Board (the “Original Directors”) or

b.

were appointed to the Board, or nominated for election to the Board, with the affirmative votes of at least a majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a manner consistent with this clause (b); or

D.

Any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Theravance Biopharma, Inc. representing at least 50% of the total voting power represented by Theravance Biopharma, Inc.’s then outstanding voting securities. For the purposes of this Paragraph (D), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of Theravance Biopharma, Inc. or of a parent or subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of Theravance Biopharma, Inc. in substantially the same proportions as their ownership of the common stock of Theravance Biopharma, Inc.