CONSULTING AGREEMENT Effective

CONSULTING AGREEMENT

Effective September 30, 2021 (the "Effective

Date"), Bradford J. Shafer ("Consultant") and Theravance Biopharma US, Inc. ("Theravance Biopharma" or the

"Company") agree as follows:

1. Services and Payment. Consultant agrees to consult with and advise Theravance Biopharma from time to time, up to five (5)

hours per week, at Theravance Biopharma's request ("Services"). Services and the compensation related thereto to be

provided hereunder are set forth in Exhibit A attached hereto. Consultant shall also be entitled to reimbursement for reasonable

expenses such as costs for hotel, transportation and meals incurred in connection with the Services and which Consultant has received

prior approval from Theravance within thirty (30) days of Consultant's submission of receipts thereof.

2. Ownership of Inventions. Theravance Biopharma shall own all legal right, title and interest (including patent rights, copyrights,

trade secret rights, trademark rights and all other rights of any sort throughout the world) relating to any and all inventions (whether

or not patentable), including without limitation, discoveries, compositions of matter, pharmaceutical formulations, methods of use, methods

of making, techniques, processes, formulas, improvements, works of authorship, designations, designs, know-how, ideas and information

made or conceived or reduced to practice, in whole or in part, by Consultant (solely or jointly with others) during the term of this Agreement

that arise out of or relate to the Services or any Proprietary Information (as defined below) (collectively, "Inventions").

Consultant hereby does assign all Inventions to Theravance Biopharma and agrees to promptly disclose and provide all such Inventions to

Theravance Biopharma. Consultant shall further assist Theravance Biopharma, at Theravance Biopharma's expense, to further evidence,

record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned throughout the world. Such

assistance may include, but is not limited to, execution of documents and assistance or cooperation in legal proceedings. Consultant hereby

irrevocably designates and appoints Theravance Biopharma as Consultant's agent and attorney-in-fact to act for and on Consultant's

behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force

and effect as if executed by Consultant. When requested by Theravance Biopharma, Consultant will make available to Theravance Biopharma

all notes, data and other information relating to any Invention.

3. Proprietary Information. Consultant agrees that all Inventions and other business, technical and financial information concerning

Theravance Biopharma (including, without limitation, the identity of and information relating to employees, vendors and service providers

of Theravance Biopharma and its affiliates) that Consultant develops, learns or obtains during the term of this Agreement or while Consultant

is providing Services constitute "Proprietary Information." Consultant will hold in confidence and not disclose or make available

to third parties or make use of any Proprietary Information except with the prior written consent of Theravance Biopharma or to the extent

necessary in performing Services for Theravance Biopharma. However, Consultant shall not be obligated under this paragraph with respect

to information Consultant can document (i) is or becomes readily publicly available without restriction through no fault of Consultant,

or (ii) that Consultant knew without restriction prior to its disclosure by Theravance Biopharma. Upon termination of this Agreement

or as otherwise requested by Theravance Biopharma, Consultant will promptly return to Theravance Biopharma all documents, materials and

copies containing or embodying Proprietary Information, except that Consultant may keep a personal copy of (i) compensation records relating

to the Services and (ii) this Agreement.

As additional protection for Proprietary Information, Consultant agrees that during the term of this Agreement and for one year

thereafter, Consultant will not encourage or solicit any employee of or consultant to Theravance Biopharma or any of its affiliates

to leave Theravance Biopharma or any of its affiliates for any reason. In the event that Consultant receives an unsolicited request

from an employee of Theravance Biopharma seeking employment opportunities outside of Theravance Biopharma, it will not be a breach

of this provision for Consultant to redirect such inquiry to a third party provided Consultant does not actively participate in any

discussion or activity regarding such inquiry beyond provision of a reference for such employee.

5. Term. This Agreement shall become effective on the Effective Date and remain in force until November 30, 2021. All provisions

of this Agreement and any remedies for breach of this Agreement shall survive expiration.

6. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be

and act as an independent contractor and not as a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind

the other to any contract. Consultant is an independent contractor and not an employee of Theravance Biopharma and, as such, is solely

responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers'

Compensation Insurance. Consultant and Theravance Biopharma agree that Theravance Biopharma shall have no authority to control or direct

how Consultant performs the Services and it shall be the responsibility solely of Consultant to ensure Consultant performance the Services

in accordance with the commitments it is making in this Agreement. Consultant recognizes and agrees that Consultant has no expectation

of privacy with respect to Theravance Biopharma's telecommunications, networking or information processing systems (including, without

limitation, computer files, email messages and attachments, and voice messages) and that Consultant's activity, and any files or

messages, on or using any of those systems may be monitored at any time without notice.

7. Assignment. This Agreement and the Services performed hereunder are personal to Consultant and Consultant shall not have

the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Theravance

Biopharma. Any attempt to do so shall be void. Theravance Biopharma shall be free to assign or transfer this Agreement to a third party.

Representations. Consultant represents and warrants that:

has never been: (1) debarred, excluded or convicted of a crime for which a person can be debarred under 21 U.S.C. 335a; (2)

excluded by the OIG or other government entity as listed on http://exclusions.oig.hhs.gov/ or www.sam.gov; or (3) threatened

to be debarred, excluded or indicted for a crime or otherwise engaged in conduct for which a person can be debarred, excluded or indicted.

Consultant agrees to notify Theravance Biopharma in writing immediately in the event of any such debarment, exclusion, conviction, threat

or indictment occurring during the term of this Agreement, or the three (3) year period following the termination or expiration

8.2 If at any time during the term of this Agreement, Consultant becomes the subject of any proceedings for disqualification, debarment,

delisting, exclusion, or denial or revocation of licensure, as described above, Theravance Biopharma shall have the right to terminate

this Agreement effective upon the date of such notice by Consultant; and

Consultant's performance hereunder will not breach any agreement or obligation to keep in confidence proprietary information

acquired by Consultant in confidence or trust prior to or during Consultant's engagement with Theravance Biopharma, and (ii)

all work under this Agreement will be Consultant's original work and none of the Services or Inventions or any development,

use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other

right of any person or entity. Consultant represents and warrants that Consultant has not entered into, and agrees that Consultant

will not enter into, any agreement whether written or oral in conflict with this Agreement or with Consultant's obligations as

a consultant to Theravance Biopharma. Consultant represents and warrants that Consultant will not use any funds or facilities of

Consultant's employing entit(ies) in the performance of the Services.

Company Policies. Consultant represents Consultant has read the Theravance Biopharma, Inc. Insider Trading Policy and the

Theravance Biopharma, Inc. Code of Business Conduct and shall abide by the applicable portions of such Policy and such Code in performing

Maintenance of Records. Consultant shall maintain complete files and records of all Services provided on behalf of Theravance

Biopharma hereunder and the cost of any materials paid for by Consultant in connection with providing such Services. Upon Theravance Biopharma's

request, Consultant shall provide Theravance Biopharma with the above-mentioned documents within forty-five (45) days. Theravance Biopharma

and/or any audit firm engaged by Theravance Biopharma shall have the right, at no additional charge, upon reasonable notice, to examine

such records, including supporting documentation, throughout the term of this Agreement, and after termination of this Agreement pending

resolution of any disputes between Theravance Biopharma and Consultant.

Remedies. Any breach of Section 2, 3, 4, 8, 9 or 10 will cause irreparable harm to Theravance Biopharma for which damages

would not be an adequate remedy, and, therefore, Theravance Biopharma will be entitled to injunctive relief with respect thereto in addition

to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be

construed as a waiver of such rights.

Entire Agreement. This Agreement supersedes all prior agreements between the parties and constitutes the entire agreement

between the parties as to the subject matter hereof, except that if the Consultant has signed a one-way nondisclosure agreement in favor

of Theravance Biopharma or one of its affiliates, it shall remain in full force and effect.

Notices. All notices, requests and other communications called for by this Agreement shall be deemed to have been given

if made in writing and mailed, postage prepaid, to the address of the party set forth above, or to such other addresses as the party shall

specify to the others.

Amendments. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both

Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that

provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and

effect and enforceable.

16. Counterparts and Facsimile and Electronic Signatures. This Agreement, and any subsequent amendment(s), may be executed

in counterparts and the counterparts, together, will constitute a single agreement. A facsimile transmission or a Portable Document Format

(PDF) sent by email of this signed Agreement bearing a signature on behalf of a party will be legal and binding on such party . In

addition, (i) this Agreement may be executed and delivered via electronic mark, e-signature, or similar technology ("Electronic

Signature"), and (ii) any Electronic Signature will constitute an original signature of a party, with the same binding effect as

if executed and delivered in person by such party.