Exhibit
10.35


[*]=CERTAIN INFORMATION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


SUPPLY AGREEMENT


TD-6424 Active
Pharmaceutical Ingredient


BY AND BETWEEN

THERAVANCE, INC.,


SCINOPHARM TAIWAN,
LTD.


AND


BIDDLE SAWYER
PHARMA LLC


THIS AGREEMENT, with an effective date of May 10, 2002
(“Effective Date”) is made by and between ScinoPharm Taiwan, Ltd., a Taiwan
corporation, having a principal place of business at No. 1, Nan-Ke 8th Road, Tainan Science-based Industrial Park,
Shan-Hua Town, Tainan County 741, Taiwan, R.O.C. (“ScinoPharm”),  Biddle Sawyer Pharma LLC, having a principal
place of business at 21 Penn Plaza, 360 West 31st Street, New York, NY 10001-2727 U.S.A. (“BSP”)
and Theravance, Inc., a Delaware corporation, having a principal place of
business at 901 Gateway Blvd., South San Francisco, CA 90480, U.S.A.
(“Theravance”).


WHEREAS, ScinoPharm is in
the business of synthesizing and manufacturing chemicals, intermediates and the
active ingredients contained in pharmaceutical Products;


WHEREAS, BSP is
ScinoPharm’s exclusive Distributor to Theravance and its Subcontractors;


WHEREAS, Theravance
desires that ScinoPharm validate and manufacture TD-6424 using Theravance’s
Technology and ScinoPharm’s process in developmental and commercial quantities
exclusively for Theravance, and ScinoPharm is willing to validate the process
of and manufacture TD-6424 for Theravance.


NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, Theravance, ScinoPharm and
BSP agree as follows:


1.                                      Definitions


As used in this
Agreement, the following words and phrases shall have the following meanings:



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1.1                                 “Theravance Know-How” means all non-patented technical
data, drawings, documentation and other information, including all improvements
thereto, not included in Theravance Patent Rights, as defined below, relating
to Product, including without limitation, process information relating to the
preparation of Product such as reaction conditions and reagents, equipment,
analytical procedures, and stability and storage conditions for Product,
including improvements thereto, and information relating to the use or sale of
Product, that is owned or licensed, with the right to sublicense, by Theravance
as of the Effective Date or generated or acquired by Theravance during the term
of this Agreement.


1.2                                 “Theravance Patent Rights” means United States and foreign
patents and patent applications, including divisions, continuations,
continuations-in-part, additions, renewals, extensions, re-examinations
and reissues of all such patents and patent applications, all as are owned or
licensed, with the right to sublicense, by Theravance claiming Product or
methods of making Product, and under which ScinoPharm would need a license or
sublicense to lawfully manufacture Product for Theravance under this Agreement.


1.3                                 “Subcontractors” means a party for which Theravance has
designated as a further processor/manufacturer of finished dosage forms.


1.4                                 “Confidential Information” means all information disclosed
pursuant to this Agreement in writing (or all information disclosed orally,
visually and/or in another tangible form that is summarized in writing as to
its general content within thirty (30) days after original disclosure and
identified as being confidential), except any portion thereof that:


(i)                                     is
known to the recipient, as evidenced by its written records before receipt
thereof from the disclosing Party;


(ii)                                  is
disclosed to the recipient without restriction by a third person who has the
right to make such disclosure;


(iii)                               is
or becomes part of the public domain through no fault of the recipient; or


(iv)                              is
independently developed (as evidenced by written records) by or for the
recipient by individuals or entities who have not had access to Confidential
Information.


1.5                                 “Party” means either Theravance, ScinoPharm or BSP.


1.6                                 “Product” means TD-6424 active pharmaceutical ingredient as
specified by Theravance and which conforms to the Specifications set forth in
Exhibit A.


1.7                                 “FDA” shall mean the United States Food and Drug
Administration.


1.8                                 “cGMP” shall mean current Good Manufacturing Practices
promulgated by the FDA in the United States, as amended from time to time
(including the ICH Q7A API GMP guideline), and their equivalent promulgated by
the governing health



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authority of any other country in which Product is
manufactured and/or supplied by ScinoPharm under this Agreement.


1.9                                 “DMF” shall mean Theravance’s Drug Master File for
manufacturing Product filed with the FDA in the United States, and the
equivalent filing with the governing health authority of any other country.


1.10                           “NDA” shall mean a New Drug Application filed for
Theravance’s formulated Product with the FDA, together with all amendments and
supplements thereto, or any other Registrations filed for Theravance’s
formulated Product.


1.11                           “Product Specifications” means the written specifications for
Product set forth in Exhibit A as amended from time to time pursuant to
Paragraph 7.1.


2.                                      Purchase
and Sale of Product


During the term of
this Agreement, ScinoPharm/BSP shall make and sell Product exclusively to
Theravance and its Subcontractors. 
During the term of this Agreement Theravance and its Subcontractors
shall purchase from ScinoPharm/BSP, Product in such quantities indicated by
Theravance on its purchase orders. Following expiration of this Agreement,
ScinoPharm/BSP shall not make or sell Product.


3.                                      Price


3.1                                 The
purchase price for exclusive development, regulatory registration and
commercial production of Product shall be as set forth in Exhibit A:


3.2                                 If
the Product Specifications are modified, and such modification increases or
decreases ScinoPharm’s direct cost to manufacture Product, ScinoPharm/BSP shall
submit to Theravance a revised price along with supporting documentation for
pricing that reflects such cost increase or decrease and the adjusted price for
Product shall be negotiated in good faith by the Parties.  If such modification results in the
requirement to reprocess and/or retest otherwise acceptable Theravance Product
made prior to adoption of the modified specification, such reprocessing is to
be performed in compliance with the cGMP guideline, and additional direct costs
incurred by ScinoPharm in such reprocessing and/or retesting shall be paid by
Theravance upon submission by ScinoPharm of documentation of such costs.  Direct costs, for purposes of this
Subparagraph 3.3, shall include materials, labor, waste disposal, testing,
warehousing and process support.


3.3                                 If
Theravance requests that ScinoPharm perform or the FDA or its foreign equivalent requires additional development work relating to
Product, the costs, terms and conditions of such additional work shall be
negotiated in good faith by the Parties.


3.4                                 Except
as set forth on Exhibit A, Theravance shall pay ScinoPharm for its
direct costs, pre-approved by Theravance, (i) in support of Theravance’s
regulatory



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filings with respect to Product, and (ii) associated
with any work requested by Theravance to produce and assemble documentation for
Product registrations.


3.5                                 During
the term of this Agreement, ScinoPharm agrees to provide assistance to
Theravance in the preparation, submission and updating of the DMF for
Product.  Such assistance shall include,
but not be limited to, consultation with Theravance, promptly forwarding to
Theravance all analytical, development, validation, manufacturing,
environmental assessment and stability test methods, specifications, data,
reports and other controlled documents relating to Product which Theravance
specifies are needed for the submission and promptly providing updates of the
above-mentioned data on a timely basis.


4.                                      Manufacturing
Obligations


4.1                                 ScinoPharm
shall manufacture and deliver to Theravance through BSP, batches of Product in
such quantities of up to [*] at commercial scale as the Parties shall agree
upon and at such times as Theravance may request.


4.2                                 Within
[*] prior to the launch of Theravance’s formulated Product, Theravance shall
provide ScinoPharm/BSP with an initial forecast (as set forth in Exhibit B)
of purchases of Product for [*] following launch.  Such [*] forecast shall be updated at least
once a quarter.  In case the ordered
quarterly quantity increases over [*] against the forecasted quarterly
quantity, the delivery date is to be negotiated between ScinoPharm and
Theravance.  Forecasts are estimates only
and firm purchase orders shall be placed by Theravance at least [*] prior to
the delivery date set forth therein. ScinoPharm shall be deemed to have
accepted any Theravance purchase order as a firm order unless it notifies
Theravance in writing within [*] of receipt that it cannot accept the
order.  ScinoPharm must accept any Theravance
purchase order if the amount of Product requested is within ScinoPharm’s
production capacity. All terms and conditions of Theravance’s purchase order
shall apply.  In the event of a conflict
between the purchase orders and this Agreement, the terms of this Agreement
shall prevail.


4.3                                 Should
Theravance’s requirements for Product increase during any given calendar year,
ScinoPharm agrees to use its best efforts to increase Production up to its
maximum annual capacity in order to satisfy Theravance’s increased demand for
the Product upon the same terms and conditions as set forth in this Agreement
and upon the same or better price terms as set forth in Exhibit A.


4.4                                 Either
Party may cancel or modify without penalty any purchase orders for Product if
the other Party does not materially comply with the terms of this Agreement;
provided, however, the Party alleged to be in default shall have [*] to remedy
such default after receiving written notice of the alleged default.


5.                                      Term
and Termination


5.1                                 This
Agreement shall commence on the Effective Date and, except as provided in
Subparagraph 5.2, shall continue in effect until [*] after FDA approval of the






[*]=CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.



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Product for commercial use.  Thereafter, except as provided in
Subparagraph 5.2, this Agreement may be renewed for successive [*] periods upon
mutual written consent of the Parties.


5.2                                 Upon
the occurrence of the following events, either Party may terminate this
Agreement by giving the other Party [*] prior written notice:


(i)                                     Upon
the bankruptcy or insolvency of the other Party; or


(ii)                                  Upon
the material breach of any provision of this Agreement by the other Party if
the breach is not remedied prior to the expiration of such [*] notice period.


5.3                                 Termination,
expiration, cancellation or abandonment of this Agreement through any means and
for any reason shall not relieve the Parties of any obligation accruing prior
thereto, including, but not limited to the obligation to pay money and the
obligation of confidentiality and nonuse under Section 14, and shall be without
prejudice to the rights and remedies of either Party
with respect to the antecedent breach of any of the provisions of this
Agreement.


5.4                                 Notwithstanding
any other provision of this Agreement, ScinoPharm shall provide to Theravance
at least [*] prior written notice if ScinoPharm decides to cease manufacturing
Product and supplying Product to Theravance. 
The [*] prior notice is required to allow sufficient time for Theravance
to locate and qualify another manufacturer of Product.  During the [*] notice period, ScinoPharm/BSP
shall continue to supply Product in response to Theravance purchase orders in
order to meet Theravance’s Product requirements, or sell to Theravance a [*]
supply of Product prior to ScinoPharm ceasing Production.


6.                                      Manufacture
of Product


6.1                                 ScinoPharm
shall manufacture Product in accordance with all applicable U.S. and other
governmental regulations and in conformance with the DMF and the Product
Specifications.  Product Specifications
may be modified from time to time by written agreement of the parties without
the necessity of amending this Agreement (cost adjustment will be made per
Paragraph 3.3).


6.2                                 Product
shall be manufactured in compliance with all applicable governmental
regulations and guidelines, including FDA’s cGMP regulations and guidelines,
and the ICH Q7A API GMP guideline.


6.3                                 Each
Party shall promptly advise the other of any safety or toxicity problem of
which such Party becomes aware regarding the Product.


6.4                                 The
Parties will enter into a Quality Agreement in the form attached hereto as Exhibit
C.






[*]=CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.



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7.                                      Acceptance
of Product


7.1                                 Theravance
shall have a period of [*] from the date of receipt of Product and the
certificate of analysis relating thereto to accept or reject any shipment of
Product.  This [*] period may be extended
for a reasonable period if additional time is required to investigate quality
issues.  Failure to notify ScinoPharm in
writing of rejections within the [*] period or any agreed upon extensions shall
constitute an acceptance of the shipment and a waiver of all claims with
respect to Product not conforming with Product Specifications, except as to
latent defects which are not reasonably discoverable.


7.2                                 If
within [*] after such notification the Parties cannot agree upon whether
Product meets Product Specifications, the Parties shall conduct a joint
investigation to determine whether Product meets such Specifications.  Such joint investigation may include, upon
agreement by the Parties, the assistance of outside consultants.  If resolution cannot be reached, the Parties
agree to send a sample of the Product in question to an independent testing
laboratory suitable to both Parties.  The
cost of this testing will be paid by the Party which was in error with respect
to whether or not the Product meets specifications.


7.3                                 If
Product must be returned by Theravance due to a failure of the Product to meet
specifications, ScinoPharm/BSP shall (i) reimburse Theravance for the cost of
all raw materials provided by Theravance, return transportation and insurance
costs, and (ii) replace the rejected Product as soon as possible if replacement
of Product is available, at no extra cost to Theravance; provided, however that
if replacement Product is unavailable, ScinoPharm/BSP shall refund the purchase
price of defective Product.


8.                                      Shipment
and Delivery


8.1                                 ScinoPharm/BSP
shall prepare the Product for shipment to Theravance’s facility or its
Subcontractor’s facility at any other site approved by Theravance upon
reasonable prior written notice to ScinoPharm/BSP, via common carrier selected
by Theravance and in accordance with Theravance’s written shipment
specifications set forth in Exhibit D hereto (“Shipment
Specifications”).  ScinoPharm/BSP shall
use its reasonable best efforts to coordinate shipment with the carrier to
ensure Product arrives at the designated location.  ScinoPharm/BSP shall provide a certificate of
analysis, which includes a statement of cGMP compliance to Theravance with each
shipment of Product delivered under this Agreement.  Shipment terms are duty paid, delivered to
the location of choice.  Title and risk
of loss to Product shall transfer to Theravance at the time ScinoPharm/BSP
delivers Product to the carrier.


8.2                                 Each
delivery of Product shall be governed by the terms of this Agreement, and none
of the conflicting terms or conditions of Theravance’s purchase order form or
ScinoPharm/BSP’s acknowledgment or invoice form shall be applicable, except
those specifying special shipping instructions
and invoice information.






[*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



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9.                                      Invoice


BSP shall invoice Theravance upon delivery of Product
to the carrier.  Theravance shall pay BSP
net [*] from the date of its acceptance of the Product in accordance with
Paragraph 7.1 in U.S. Dollars.


10.                               Warranties


10.1         ScinoPharm
warrants to Theravance that Product delivered to Theravance or its designated
agent pursuant to this Agreement shall conform to the Product Specifications
and will be prepared for shipment according to Theravance’s Shipment
Specifications.  Further, ScinoPharm
warrants that Product shall not be adulterated or misbranded within the meaning
of the Federal Food, Drug and Cosmetic Act of 1938, as the same may be amended
from time to time (the “Act”), and any regulations promulgated under the Act
that are in force on the date hereof or are hereafter adopted or modified, or
within the meaning of any applicable state or municipal law or law of any
foreign country in which the definitions of adulteration and misbranding are
substantially the same as those contained in the Act, as such Act and such laws
are constituted and effective at the time of delivery, and shall not be an
article that may not, under the provisions of Sections 501, 502 or 505 of the
Act, be introduced into interstate commerce.


10.2         Theravance
warrants to ScinoPharm that to the best of its knowledge that ScinoPharm’s use
as contemplated by this Agreement of Confidential Information provided by
Theravance relating to the process for the manufacture and supply of Product
does not infringe any patent or other proprietary right of any third party,
that Theravance owns, controls or licenses all of the rights, title and
interest in and to such Confidential Information provided by Theravance to
ScinoPharm under this Agreement.


10.3         NO
PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, RESULTING FROM
ANY BREACH OF THIS AGREEMENT.


11.                               Indemnification


11.1         Theravance
shall defend, indemnify and hold ScinoPharm/BSP and their
respective employees, directors, officers and
agents harmless against any liability, judgment, demand, action, suit, loss,
damage, cost and other expense (including reasonable attorney’s fees) (“Liability”)
resulting from any third party claims made or proceedings brought against
ScinoPharm/BSP to the extent such Liability arises from (i) Theravance’s, or
any agent or Affiliate of Theravance’s, negligence or willful act or omission
in the testing, use, regulatory filing, manufacture, shipment, promotion,
marketing, sale, distribution, packaging, labeling, handling, or storage of
Product, Product and/or formulations containing Product; or






[*]=CERTAIN INFORMATION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 



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(ii) Theravance or
its Subcontractors’ material breach of this Agreement; and/or (iii) any
infringement or breach of warranty set forth in Subparagraph 10.2.


11.2         ScinoPharm
shall defend, indemnify and hold Theravance and its Subcontractors and their
respective employees, directors, officers and agents harmless against any
Liability resulting from any third party claims made or proceedings brought
against Theravance to the extent that such Liability arises from (i) ScinoPharm’s
negligence or willful act or omission in the manufacture, testing, labeling,
handling and storage of Product; (ii) ScinoPharm’s material breach of this
Agreement; or (iii) ScinoPharm’s
breach of any warranty set forth in Subparagraph 10.1.


11.3         Each
party shall notify the other promptly of any threatened or pending claim or
proceeding covered by any of the above Subparagraphs in this Paragraph 11 and
shall include sufficient information to enable the other party to assess the
facts.  The indemnifying party will have
full control of the defense of any such claim or proceeding; provided, however,
that the indemnified party, at its expense, shall be entitled to be represented
by its own counsel in any such claim or proceeding.  Each party shall cooperate fully with the
other party in the defense of all such claims. 
No settlement or compromise shall be binding on a party hereto without
its prior written consent, which consent shall not be unreasonably upheld.


12.                               Proprietary
Ownership of Technology and License Grants


12.1         Theravance
shall own all proprietary rights to any ideas, discoveries, innovations and
inventions (whether or not patentable) developed by ScinoPharm or Theravance
during the term of this Agreement or any extension thereof and relating to the
manufacturing process of Product, and may obtain patent, copyright and other
proprietary protection relating to such ideas, innovations and inventions.  ScinoPharm shall disclose to Theravance or
its nominee all ideas, inventions, discoveries or improvements to the process
identified during the term of this Agreement. 
At all times Theravance shall have the exclusive right to use any and
all such ideas, discoveries, inventions and innovations in any way deemed necessary
by it either directly or through agents or otherwise.  Further, ScinoPharm agrees to assist
Theravance in the filing and prosecution of patent applications covering such
ideas, discoveries, inventions or innovations which patent applications shall
be filed in Theravance’s name.


12.2         Notwithstanding
anything to the contrary in this Agreement, Theravance shall own all rights to
Theravance Know-How, Theravance Confidential Information and Theravance
Patent Rights that exist on the Effective Date and there shall be no
restriction on their use by Theravance.


12.3         During
the term of this Agreement and any extensions there of, Theravance hereby
grants to ScinoPharm a royalty-free, worldwide, nonexclusive license, without
the right to grant sublicenses, to satisfy ScinoPharm’s manufacturing obligations
under this Agreement, to Theravance Confidential Information,



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Theravance
Know-How, Theravance Patent Rights and other proprietary rights reasonably
necessary to make, sell and  supply
Product to Theravance hereunder, but only for such purposes.


13.                               Product
Recalls


Theravance and its Subcontractors shall promptly
advise ScinoPharm/BSP of any recall of Product as the result of the action of a
government agency, and the Parties shall take all appropriate corrective
actions.  In the event of a Product recall
due to defective manufacturing or packaging by ScinoPharm of Product,
Theravance shall take all appropriate actions to recall such Product, and
ScinoPharm shall bear the expenses of the recall.  ScinoPharm/BSP shall refund to Theravance the
purchase price of the recalled Product paid by Theravance to BSP.  Theravance shall bear the expenses of any
other recall. 
For the purposes of this Agreement, expenses of recall include, without
limitation, the expenses of notification and destruction or return of the
recalled Product, but not the expense or service fees associated with
Theravance’s representatives’ time which shall be borne by Theravance.


14.                               Confidential
Information


Neither Party shall use or disclose any Confidential
Information received by it pursuant to this Agreement without the prior written
consent of the other Party.  Except as
provided in the following sentence, nothing contained in this Paragraph shall be construed to restrict the Parties from
disclosing Confidential Information as is reasonably necessary to perform acts
permitted by this Agreement, so long as they obtain the written agreement by
any third party to whom such Information is disclosed to treat the Information
as confidential in accordance with the confidentiality provisions of this
Agreement.  However, if either Party is
required or feels it necessary to disclose any Confidential Information
received by it pursuant to this Agreement
(whether by audit or otherwise) to any third party or governmental agency in
compliance with any federal, state and/or local laws and/or regulations, or
pursuant to an order of a court of competent jurisdiction, the disclosing party
shall notify the Party owning such Confidential Information immediately, prior
to any such disclosure, in order to enable the owning Party to protect its
Confidential Information.  In any event,
the disclosing Party shall make any disclosures of Confidential Information
received by it pursuant to this Agreement only to the extent required, and only
to such persons who have a need to know. 
The obligations of the parties relating to Confidential Information
shall expire [*] after the Effective Date of this Agreement.


15.                               Force
Majeure


Any delay in the performance of any of the duties or
obligations of any party (except the payment of money due hereunder) caused by
an event outside the affected party’s reasonable control shall not be
considered a breach of this Agreement, and unless provided to the contrary
herein, the time required for performance shall be extended for a period equal
to the period of such delay.  Such events
shall include without limitation, acts of God; acts of the public enemy;
insurrections; riots; injunctions; embargoes; labor






[*]=CERTAIN INFORMATION
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TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 



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disputes, including strikes, lockouts, job actions, or
boycotts; fires; explosions; floods; earthquakes; shortages of material or
energy; unavailability of raw materials; or other unforeseeable causes beyond
the reasonable control and without the fault or negligence of the party so
affected.  The party so affected shall
give prompt notice to the other party of such
cause, and shall take whatever reasonable steps are necessary to relieve the
effect of such cause as rapidly as reasonably possible.


16.                               Notices


All notices hereunder shall be in writing and shall be
delivered personally, mailed by overnight delivery, registered or certified
mail, postage prepaid, mailed by express mail service or given by facsimile, to
the following addresses of the respective parties:


	
  If to ScinoPharm:

  	
   

  	
  ScinoPharm Taiwan, Ltd.

  
	
   

  	
   

  	
  No. 1, Nan-Ke 8th Road

  
	
   

  	
   

  	
  Tainan Science
  Based Industrial Park

  
	
   

  	
   

  	
  Shan-Hua Town,
  Tainan County 741

  
	
   

  	
   

  	
  Taiwan, R.O.C.

  
	
   

  	
   

  	
  Attn: [*]

  
	
   

  	
   

  	
  Fax Number: [*]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to BSP:

  	
   

  	
  Biddle Sawyer
  Pharma LLC

  
	
   

  	
   

  	
  21 Penn Plaza

  
	
   

  	
   

  	
  360 West 31st Street

  
	
   

  	
   

  	
  New York, NY 10001-2727

  
	
   

  	
   

  	
  Attn: [*]

  
	
   

  	
   

  	
  Fax Number: [*]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Theravance:

  	
   

  	
  Theravance, Inc.

  
	
   

  	
   

  	
  901 Gateway Blvd.

  
	
   

  	
   

  	
  South San Francisco, CA 94080

  
	
   

  	
   

  	
  Attn: [*]

  
	
   

  	
   

  	
  Fax Number: [*]

  



 


Notices shall be effective upon receipt if personally
delivered, on the third business day following the date of mailing if sent by
certified or registered mail, and on the second business day following the date
of delivery to the express mail service if sent by express mail, or the date of
transmission if sent by facsimile.  A
Party may change its address listed above by notice to the other Party.


17.                               Binding
Effect


This Agreement shall be binding upon and shall inure
to the benefit of the Parties hereto and their respective assigns and
successors in interest.






[*]=CERTAIN INFORMATION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 



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18.                               Applicable
Law


This Agreement shall be construed, interpreted and
governed by the laws of the State of California, U.S.A. except for choice of
law rules.


19.                               Assignment


No Party shall assign this Agreement or any part
thereof without the prior written consent of the other Parties; provided,
however, that Theravance may assign this Agreement in whole or in part to an
Affiliate without such prior consent so long as Theravance guarantees the
performance of its Affiliates under this Agreement and further provided, that
Theravance, without such consent, may assign or sell the same in connection
with the transfer or sale of substantially its entire business or assets to
which this Agreement pertains or in the event of its merger or consolidation
with another company.  Any permitted
assignee shall assume all obligations of its assignor under this
Agreement.  No assignment shall relieve
any Party of responsibility for the performance of any accrued obligation that
such Party then has hereunder.


20.                               Entire
Agreement


This Agreement constitutes the entire agreement
between the Parties concerning the subject matter hereof and supersedes all
written or oral prior agreements or understandings with respect thereto.


21.                               Severability


This Agreement is subject to the restrictions,
limitations, terms and conditions of all applicable governmental regulations,
approvals and clearances.  If any term or
provision of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other term or provision hereof, and this Agreement shall
be interpreted and construed as if such term or provision, to the extent the
same shall have been held to be invalid, illegal or unenforceable, had never
been contained herein.


22.                               Waiver


No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing and signed by an authorized
representative of any  Party hereto.  Failure
by  any Party to enforce any rights under
this Agreement shall not be construed as a waiver of such rights nor shall a
waiver by any Party in one or more instances be construed as constituting a
continuing waiver or as a waiver in other instances.


23.                               Exhibits


All Exhibits referenced
herein are hereby made a part of this Agreement.



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24.                               Counterparts


This Agreement may be executed in any number of
separate counterparts, each of which shall be deemed to be an original, but
that together shall constitute one and the same instrument.


25.                               No
Disclosure of Agreement


No Party shall disclose the existence of this
Agreement or the provisions of this Agreement without the prior written
approval of the other Parties, unless such disclosure is required by applicable
law.  No party shall use the name of the
other Parties in any publicity or advertising without the other Parties’ prior
written consent.


IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed by their duly authorized representatives on the dates
written below.


 


	
  SCINOPHARM TAIWAN, LTD.

  	
   

  	
   

  	
  THERAVANCE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/
  Dr. Jo Shen

  	
   

  	
   

  	
  By: 

  	
     /s/ Rick E Winningham

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:  Dr.
  Jo Shen

  	
   

  	
  Name:     Rick
  E Winningham

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:    President
  & CEO

  	
   

  	
  Title:       Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  2002.05.16

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
															



 


BIDDLE
SAWYER PHARMA LLC


 


	
  By:

  	
   

  	
  /s/ R.E. Chavkin

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.E. Chavkin

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
  President

  
	
   

  
	
  Date : 

  	
  May 21, 2002

  	
   

  
						



 



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