Exhibit
10.37


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


AMENDMENT TO LICENSE,
DEVELOPMENT AND


COMMERCIALIZATION
AGREEMENT


This AMENDMENT TO
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Amendment”) is
effective as of the 18th day of July, 2006 (“Effective Date of the Amendment”)
by and between THERAVANCE, INC., a Delaware corporation, and having its
principal office at 901 Gateway Boulevard, South San Francisco, California
94080, U.S.A. (“THERAVANCE”) and ASTELLAS PHARMA INC., a Japanese corporation,
and having its principal office at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku,
Tokyo 103-8411, Japan (“ASTELLAS”).


WHEREAS, THERAVANCE
and ASTELLAS have entered into a LICENSE, DEVELOPMENT AND COMMERCIALIZATION
AGREEMENT dated November 7, 2005 (the “Agreement”) pursuant to which ASTELLAS
obtains a certain license from THERAVANCE to undertake development and
commercialization activities with respect to THERAVANCE’s proprietary compound
identified as TELAVANCIN, in collaboration with THERAVANCE for any country in
the world except Japan, as well as an option with respect to THERAVANCE’s
proprietary compound identified as TD-1792; and


WHEREAS, both
THERAVANCE and ASTELLAS desire to include Japan in the Territory (as defined in
the Agreement).


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements
contained herein, THERAVANCE and ASTELLAS, intending to be legally bound,
hereby agree as follows:


ARTICLE 1 : AGREEMENT TO
REMAIN IN EFFECT


THERAVANCE and
ASTELLAS each acknowledge and agree that the Agreement shall remain in full
force and effect, and other than the changes and additions made thereto by this
Amendment, no other terms of the Agreement are changed or added.  This Amendment shall supersede any
conflicting provision in the Agreement.


ARTICLE 2 : DEFINITIONS


Unless otherwise
specifically provided below or elsewhere in this Amendment, the terms defined
in the Agreement shall have the same meaning and definition in this Amendment.









 



ARTICLE 3 : ADDITION OF
JAPAN TO THE TERRITORY


Section
1.111 shall be deleted in its entirety and be replaced in lieu thereof with the
following:


“Section 1.111 “Territory”
means worldwide.”


ARTICLE 4 : ADDITIONAL
SIGNING AND LICENSING MILESTONE PAYMENTS


(a)                                  In
partial consideration for the acquisition of the license rights in Section 2.01
for Japan under the THERAVANCE IP by ASTELLAS, ASTELLAS shall, subject to
THERAVANCE’s reasonable cooperation with procedures required by the relevant
Governmental Authority in Japan for ASTELLAS’s payment under this paragraph,
within ten (10) Business Days after the Effective Date of the Amendment, pay to
THERAVANCE a non-creditable, non-refundable amount of Ten Million United States
Dollars (U.S. $10,000,000.00).


(b)                                 In
further consideration of the license rights granted for Japan by this
Amendment, ASTELLAS shall also pay to THERAVANCE a non-creditable,
non-refundable one-time licensing Milestone payment of Five Million United
States Dollars (U.S. $5,000,000.00) following the achievement of first
Marketing Authorization for Licensed Product by the relevant Government
Authority in Japan.


(c)                                  Any
and all relevant provisions of ARTICLE 6 of the Agreement shall be applicable.


ARTICLE 5 : TIMING OF
DEVELOPMENT AND FILING FOR JAPAN


The Development
and Filing of TELAVANCIN in Japan as soon as practical is the Parties’ mutual
objective.  To that end, each Party will
exercise Diligent Efforts to achieve the timeline set forth as ATTACHMENT A
hereto; provided that both Parties mutually recognize that such timeline cannot
be achieved without an agreement by the relevant Governmental Authority in
Japan to the Development plan which is basis for such timeline and therefore if
said agreement is not obtained, the timeline shall be modified accordingly by
mutual agreement of the Parties.


ARTICLE 6 : CHANGE IN
COMMERCIALIZATION COVENANT


The first sentence
of Section 2.03 shall be deleted in its entirety and be replaced in lieu
thereof with the following:


Subject to Section
16.06(b), each Party agrees that it and its Affiliates will not Commercialize
(alone or with a Third Party) any other compound in the Field in the Territory
for a period of [*] from the Effective Date, other than with respect to (i)
TD-1792, (ii) the THERAVANCE Compound,






[*]=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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[*], whichever is earlier
(after which date [*] shall be [*] from the Effective Date).  The exception set forth [*] shall only apply
as long as [*].


ARTICLE 7 :DEVELOPMENT
RESPONSIBILITY AND EXPENSES FOR JAPAN


ASTELLAS, acting
through the TELAVANCIN Product Management Team, shall have the overall
responsibility for, and use Diligent Efforts in, assuring the performance of
all Development activities for Marketing Authorization in Japan.


Notwithstanding
anything to the contrary in the Agreement, all documented, external
out-of-pocket costs and expenses reasonably necessary and directly related to
Development of the Licensed Product in Japan (“Japan Development Expenses”)
shall be shared such that ASTELLAS shall be responsible for [*] of Japan
Development Expenses and THERAVANCE shall be responsible for [*] of Japan
Development Expenses; provided, however, that THERAVANCE shall not be required
to pay ASTELLAS more than [*] pursuant to this paragraph without THERAVANCE’s
prior written consent.


ARTICLE 8 : ADDITIONAL
TERMINATIONS FOR CAUSE


In addition to
those causes set forth in Section 14.03 of the Agreement, ASTELLAS shall have
the right to terminate the Agreement in Japan for cause, defined as any (or any
combination) of the following occurring:


(i)                                     If
the [*] currently [*] THERAVANCE in the [*] Licensed Product [*] in the [*]
with [*].  If ASTELLAS chooses to
terminate for cause under this Section 8(i), it shall do so within [*] of its
receipt from THERAVANCE of the [*].


(ii)                                  If
the results of TELAVANCIN Studies do not support submission of a Marketing
Authorization application for the Licensed Product in Japan within [*] after
the Effective Date of this Amendment.


(iii)                               If the relevant
Governmental Authority in Japan refuses to file or declines to approve the Marketing
Authorization application for the Licensed Product within [*] after such
submission.


(iv)                              If
serious safety concerns arise with respect to the Licensed Product that results
in its withdrawal from the market in Japan.


Notwithstanding
anything to the contrary in the Agreement, in the event of termination of the
Agreement in Japan by ASTELLAS pursuant to Section 8(i) above, ASTELLAS shall
transfer to THERAVANCE all information relating to the Development and
Commercialization of Licensed Product in Japan.






[*]=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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ARTICLE 9 : MISCELLANEOUS
CONFORMING CHANGES


(a)           Subsection 2.01(b) shall be deleted
in its entirety and be replaced in lieu thereof with the following:


“to develop, have
developed, make, have made, use, have used, import and have imported THERAVANCE
Compounds, API Compounds and Licensed Products anywhere in the world for the
sole purpose of: developing them (and having them developed), selling them and
having them sold, using them and having them used, offering them and having
them offered for sale, marketing them and having them marketed, and supplying
them and having them supplied, for, in or to, in all of the foregoing cases,
the Territory.”


(b)           Subsection 2.02(c) shall be deleted
in its entirety and be replaced in lieu thereof with the following:


“if ASTELLAS exercises
its Opt-In Right, the Parties have a further [*] to negotiate and sign a
definitive license, Development and commercialization agreement on
substantially the same terms and conditions contained in this Agreement (it
being understood by the Parties that they intend to carry over substantially
the same economic terms, governance terms and allocation of responsibilities as
set forth in this Agreement); and”






[*]=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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IN WITNESS
WHEREOF, THERAVANCE and ASTELLAS have executed this Amendment by the hands of
their duly authorized officers as of the Effective Date of the Amendment.


	
  THERAVANCE, INC.

  	
  ASTELLAS PHARMA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rick E Winningham

  	
   

  	
  By:

  	
   

  	
  /s/ Masafumi Nogimori

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Rick E Winningham

  	
   

  	
  Name:

  	
  Masafumi Nogimori

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
   

  
										



 



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ATTACHMENT A: [*]






[*]=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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