Exhibit 10.3


 


COOPERATION AGREEMENT


 


This COOPERATION AGREEMENT
(this “Agreement”) is entered into as of June 22, 2020, by and among Theravance
BIOPHARMA, Inc. (the “Company”), GlaxoSmithKline plc (“GSK”)
and GSK FINANCE (NO.3) PLC (the “Issuer”).


 


WHEREAS, on the date
hereof, the Issuer has issued $280,336,000 Exchangeable Senior Notes due 2023 (the “Notes”) exchangeable into
9,644,792 ordinary shares of the Company currently owned indirectly by GSK (the “Shares”), guaranteed on a senior
basis by GSK, pursuant to an indenture dated as of the date hereof by and among GSK, the Issuer and Deutsche Bank Trust Company
Americas, as trustee (as in effect on the date hereof, the “Indenture”);


 


WHEREAS, on the date
hereof, the Company, GSK and the Issuer have entered into a registration rights agreement to provide for resale registration rights
for the Holders (the “Registration Rights Agreement”); and


 


WHEREAS, the Company,
GSK and the Issuer desire to enter into this Agreement on the terms and conditions set forth herein concerning the exercise of
the Cash Settlement Option and the exercise of resale registration rights by Holders pursuant to the Registration Rights Agreement;


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.           Cash
Settlement Option. 


 


		a.	The Issuer shall, subject to the next sentence, deliver to Holders that exercise their Exchange
Rights their pro rata share of the Exchange Property in satisfaction of any such exercise. The Issuer may exercise the Cash
Settlement Option (i) where the Notes submitted for exchange on the relevant Exercise Date have an aggregate principal amount of
less than $1,000,000; provided that the aggregate cash amount delivered upon such exchanges shall not exceed $22,000,000;
or (ii) solely to the extent that, in its reasonable judgment, it is unable to satisfy such Exchange Right through the delivery
of the relevant pro rata share of the Exchange Property due to practical difficulties on the Exercise Date that cannot be resolved
through the Issuer using its commercially reasonable efforts at the time that the Exchange Property is required to be delivered
to such Holders.



		b.	The Issuer shall deliver to Holders that exercise their Exchange Right on or after the delivery
of a Redemption Notice (other than a redemption pursuant to Section 5.7(b) of the Indenture) by the Issuer until (and including)
the Redemption Date their pro rata share of the Exchange Property in satisfaction of any such exercise and will not exercise the
Cash Settlement Option in relation to such exchanges.



		c.	The Issuer will not redeem the Notes pursuant to the provisions of Section 5.7 of the Indenture
during any period in relation to which the Company has notified the Holders pursuant to Sections 3(e), 3(f) and 3(g) of the Registration
Rights Agreement that resales of Registrable Securities (as defined in the Registration Rights Agreement) are suspended. The Company
will give the Issuer notice of any such suspension at the same time that it gives notice thereof to Holders.



2.           Notifications
to the Company. The Issuer will provide notice to the Company of the following:


 


		a.	any election by the Issuer to exercise the Cash Settlement Option;



		b.	the relevant pro rata share of the Exchange Property to be delivered to a Holder upon any
exercise of its Exchange Right, including the amount of any cash payment to such Holder in lieu of fractional Shares in accordance
with Section 3(a) below;



		c.	the delivery of any Redemption Notice to the Holders (to be delivered to the Company one business
day in advance of delivery to Holders);
	 	 	 







     


     


    

 











		d.	the occurrence of any events that the Issuer reasonably expects to affect the Issuer’s ability
to deliver the Exchange Property;
	 	 	 



		e.	when any notice from the Issuer is delivered to Holders; and
	 	 	 



		f.	any amendment to the Indenture.



3.          Confirmation
of Exchange Notice; Delivery of Transfer Requests.


 


		a.	Subject to the next sentence, within two (2) Business Days following the receipt of an Exchange
Notice from Holders exercising their Exchange Rights, the Issuer will provide written notice to the Company of the number of Shares
that will be delivered to the exchanging Holder. If any Exchange Notice is received by the Issuer (i) after March 22, 2023 or (ii)
at least five (5) Business Days prior to the applicable Redemption Date, then the Issuer will provide to the Company, not later
than 5:00 p.m. (Eastern) on the fourth (4th) Business Day prior to the Maturity Date or the Redemption Date, as applicable,
a schedule containing the names of all the exchanging Holders and the respective number of Shares to be delivered to each such
Holders.
	 	 	 



		b.	The Issuer will deliver a copy of any transfer request form delivered to Computershare, as transfer
agent in connection with the delivery of Shares to Holders upon exercises by Holders of their Exchange Rights, to the Company by
email to the email address specified below prior to or concurrently with the mailing or delivery of such transfer request form
to Computershare.



 


4.            Definitions.
Capitalized terms used and not defined herein shall have the respective meanings set forth in the Indenture.


 


5.            Notices.
All communications hereunder shall be in writing and shall be sent by confirmed electronic mail, mailed, hand delivered or couriered
and confirmed to the parties hereto as follows:


 


		a.	If to the Company:



 


Theravance Biopharma, Inc.


 


PO Box 309


Ugland House, South Church Street


George Town, Grand Cayman, Cayman Islands


Attn: Office of General Counsel


Tel: (650) 808-6000


Email: legal@theravance.com


 


with a copy to:


 


Theravance Biopharma, Inc.


c/o Theravance Biopharma US, Inc.


901 Gateway Boulevard


South San Francisco, CA 94080


Attention: Office of General Counsel


 


Skadden, Arps, Meagher & Flom LLP


525 University Avenue


Palo Alto, California 94301-1908


Attn: Amr Razzak


Tel: 650-470-4533


Email: amr.razzak@skadden.com


 


Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP


550 Allerton Street


Redwood City, California 94063


Attn: Jeffrey Vetter


Tel: 650-321-2400


Email: jvetter@gunderson.com


 






     


     


    

 








		b.	If to GSK and the Issuer:



 


GlaxoSmithKline plc


980 Great West Road


Brentford TW8 9GS


England


Attention: Victoria Whyte


Tel: +44 20 8047 5000


E-mail: company.secretary@gsk.com


 


with a copy to:


 


Cleary Gottlieb Steen & Hamilton LLP


2 London Wall Place


London EC2Y 5AU


England


Attn: Sebastian Sperber


Tel: +44 20 7614 2200


Email: ssperber@cgsh.com


 


Any party hereto may change the address or
email address for receipt of communications by giving written notice to the others.


 


6.              Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.


 


7.             Counterparts.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.


 


[Signature page follows.]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first set forth above.


 


	 	THERAVANCE
    BIOPHARMA, INC.
	 	 
	 	 
	 	By:
    	/s/
    Rick E Winningham
	 	 	Name:
    Rick E Winningham
	 	 	Title:
    Chief Executive Officer
	 	 
	 	 
	 	GLAXOSMITHKLINE
    PLC
	 	 
	 	 
	 	By:	/s/
    P. K. Hopkins
	 	 	Name:
    P. K. Hopkins
	 	 	Title:  Authorized
    Signatory


 


 


	 	GSK
    FINANCE (NO.3) PLC
	 	 
	 	 
	 	By:	/s/
    P. K. Hopkins
	 	 	Name:
    P. K. Hopkins
	 	 	Title:
    Director