Form 8-K

8-K — Zymeworks Inc.

Accession: 0001193125-26-286829

Filed: 2026-06-29

Period: 2026-06-28

CIK: 0001937653

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d156494d8k.htm (Primary)

EX-2.1 (d156494dex21.htm)

EX-10.1 (d156494dex101.htm)

EX-99.1 (d156494dex991.htm)

EX-99.2 (d156494dex992.htm)

GRAPHIC (g156494ex99_2s10g1.jpg)

GRAPHIC (g156494ex99_2s11g1.jpg)

GRAPHIC (g156494ex99_2s12g1.jpg)

GRAPHIC (g156494ex99_2s13g1.jpg)

GRAPHIC (g156494ex99_2s14g1.jpg)

GRAPHIC (g156494ex99_2s15g1.jpg)

GRAPHIC (g156494ex99_2s16g1.jpg)

GRAPHIC (g156494ex99_2s17g1.jpg)

GRAPHIC (g156494ex99_2s1g1.jpg)

GRAPHIC (g156494ex99_2s2g1.jpg)

GRAPHIC (g156494ex99_2s3g1.jpg)

GRAPHIC (g156494ex99_2s4g1.jpg)

GRAPHIC (g156494ex99_2s5g1.jpg)

GRAPHIC (g156494ex99_2s6g1.jpg)

GRAPHIC (g156494ex99_2s7g1.jpg)

GRAPHIC (g156494ex99_2s8g1.jpg)

GRAPHIC (g156494ex99_2s9g1.jpg)

GRAPHIC (g156494g0629073059707.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d156494d8k.htm · Sequence: 1

8-K

false 0001937653 0001937653 2026-06-28 2026-06-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 28, 2026

Zymeworks Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41535

88-3099146

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

108 Patriot Drive, Suite A

Middletown, Delaware

19709

(Address of Principal Executive Offices)

(Zip Code)

(302) 274-8744

(Registrant’s telephone number, including area code)

Not Applicable

(Form name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

ZYME

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On June 28, 2026, Zymeworks Inc., a Delaware corporation (“Zymeworks” or “Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Theravance” or the “Company”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Company”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each ordinary share, par value $0.00001 per share, of the Company (“Ordinary Shares”) that is issued and outstanding immediately prior to such time (other than shares owned by the Company as treasury shares or by any direct or indirect subsidiary of the Company, Parent or any direct or indirect subsidiary of Parent, and any Dissenting Shares) will be canceled and converted into the right to receive (i) $17.00 in cash, without interest (the “Per Share Cash Consideration”) and (ii) one contingent value right (“CVR”), which shall represent the right to receive the CVR Payment Amount (as defined below), if any, at the times and subject to the terms and conditions provided for in the CVR Agreement (as defined below), in cash, without interest (the Per Share Cash Consideration, together with one CVR, the “Per Share Merger Consideration”).

The respective boards of directors of Parent and Merger Sub have (i) approved the execution, delivery and performance by Parent and Merger Sub of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby and (ii) declared it advisable for Parent and Merger Sub to enter into the Merger Agreement. The board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of the strategic review committee of the Company Board consisting of independent directors (the “Strategic Review Committee”), has (a) determined that it is in the best interests of the Company and declared it advisable, to enter into the Merger Agreement, (b) approved the execution, delivery and performance by the Company of the Merger Agreement (and the consummation of the Merger and the other transactions contemplated thereby, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Merger and the other transactions contemplated thereby by the shareholders of the Company at the Shareholders Meeting.

Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, the absence of a material adverse effect with respect to the Company that is continuing, the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger (“HSR Act Clearance”) and the approval of the Merger Agreement, the Merger and the other transactions contemplated thereby by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares (the “Company Requisite Vote”) present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company for the purpose of approving the Merger Agreement, the Merger and the other transactions contemplated thereby (the “Shareholder Meeting”). The parties expect the Merger and the other transactions contemplated by the Merger Agreement to close in the second half of 2026.

The Merger Agreement contains customary representations, warranties and covenants by Parent, Merger Sub and the Company, including covenants by the Company to operate its business in the ordinary course and certain other customary operating restrictions until the closing of the Merger. The Company has also agreed to certain non-solicitation provisions with respect to alternative acquisition proposals, subject to customary exceptions to allow the Company Board to exercise its fiduciary duties, including that, subject to the terms and conditions of the Merger Agreement, if the Company receives an Acquisition Proposal that did not result from the Company’s breach of its non-solicitation covenants, and following such receipt, the Company Board, upon the recommendation of the Strategic Review Committee, determines in good faith, after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal. Prior to obtaining the Company Requisite Vote, the Company Board may, in certain circumstances and upon the recommendation of the Strategic Review Committee, effect a Change of Recommendation, subject to complying with specified notice and other conditions set forth in the

Merger Agreement. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by December 28, 2026, which period may be extended automatically for two three-month periods if at the end of the prior period, all conditions to closing of the Merger other than conditions relating to HSR Act Clearance have been satisfied or waived as of such date (the “End Date”). Upon termination of the Merger Agreement in specified circumstances, the Company will be required to pay Parent a termination fee of $32,515,000. Such circumstances include, among others, where the Merger Agreement is terminated prior to the Company Requisite Vote (i) in connection with the Company accepting a Superior Proposal and entering into an Alternative Acquisition Agreement for the consummation of a transaction that the Company Board determines constitutes a Superior Proposal and (ii) due to the Company Board’s Change of Recommendation. The Merger Agreement further provides that Parent will be required to pay the Company a reverse termination fee of $32,515,000 in the event the Merger Agreement is terminated in certain specified circumstances, including if the Merger is not consummated before the End Date because certain conditions related to HSR Act Clearance have not been satisfied or waived.

At the Effective Time, each:

•

Company Option, whether vested or unvested, that is outstanding, unexercised and not yet expired as of immediately prior to the Effective Time will be canceled and converted into the right to receive an amount in cash, without interest thereon, equal to (A) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (B) the number of Ordinary Shares underlying such Company Option, plus (C) one CVR for each Ordinary Share underlying such Company Option; provided that any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration shall cease to be outstanding, be canceled and cease to exist and the holder thereof shall not be entitled to payment of any consideration therefor.

•

Company RSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and automatically converted into a right to receive an amount in cash, without interest, equal to (x) the Per Share Closing Consideration multiplied by (y) the number of Ordinary Shares underlying such Company RSU Award, plus one CVR for each Ordinary Share underlying such Company RSU Award.

•

Company PSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the Per Share Cash Consideration multiplied by (B) the number of Ordinary Shares with respect to such Company PSU Award that remain outstanding and unreleased as of immediately prior to the Effective Time, plus one CVR for each Ordinary Share underlying such Company PSU Award.

As soon as practicable following the date of the Merger Agreement, the Company Board shall adopt resolutions or take other actions as may be required to (i) provide that no further purchase period will commence pursuant to the Company ESPP after the date of the Merger Agreement and (ii) immediately prior to and effective as of the Effective Time, the Company will terminate the Company ESPP.

Contingent Value Rights Agreement

Pursuant to the Merger Agreement, on or prior to the Closing Date, Parent and a rights agent selected by the Company and reasonably acceptable to Parent (the “Rights Agent”) will enter into a Contingent Value Rights Agreement, in the form attached as Exhibit A to the Merger Agreement, with such changes as may be permitted by the Merger Agreement (the “CVR Agreement”) governing the terms of the CVRs.

Each CVR represents a non-tradeable contractual contingent right to receive (i) a pro rata share of 80% of the net proceeds (the “License Proceeds”) received by Parent or its affiliates (including the Surviving Company) from any license, divestiture or other monetization transaction of ampreloxetine (a “CVR Product License”) executed within the ten (10)-year period following the Effective Time (the “CVR License Expiration Date”), (ii) a pro rata share of $50 million in cash (the “First Commercial Sale Milestone Payment”) upon the first commercial sale of ampreloxetine by Zymeworks or its affiliates (including the Surviving Company) in the U.S., UK, Spain, France, Germany or Italy on or prior to the CVR License Expiration Date and (iii) a pro rata share of 10% of the net sales (the “Royalties” and, together with the License Proceeds and the First Commercial Sale Milestone Payment, the “CVR Payment Amount”) received by Parent or its affiliates (including the Surviving Company), on a country-by-country basis, from the date of the first commercial sale until the later of the 10th anniversary of such date, patent expiration or the loss of exclusivity, in each case, subject to the terms and conditions of the CVR Agreement.

The CVRs are contractual rights only and are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered with the SEC or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, any constituent company to the Merger or any of their respective subsidiaries.

There can be no assurance (i) that a CVR Product License will be executed, or the First Commercial Milestone will occur, as of or prior to the CVR License Expiration Date (ii) that any License Proceeds or Royalties will become payable to Parent or its affiliates or (iii) that Parent will be required to make any CVR Payment Amount to holders of the CVRs.

The foregoing description of the Merger Agreement and the CVR Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Form of CVR Agreement, which is attached as Exhibit A to the Merger Agreement, and the terms of which are incorporated herein by reference. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.

Financing Transaction

Parent expects to finance the Merger with a combination of cash on hand and new debt financing. In connection with, and concurrently with entry into, the Merger Agreement, Parent entered into a debt commitment letter dated June 28, 2026 (the “Debt Commitment Letter”) with OCM IP Healthcare Portfolio LP (“OMERS Life Sciences”), pursuant to which OMERS Life Sciences has agreed to purchase senior secured notes (the “Notes”) to be issued by certain newly formed special purpose vehicles in an aggregate principal amount of $350,000,000 on the terms and subject to the conditions set forth in the Debt Commitment Letter for the purposes of financing the transactions contemplated by the Merger Agreement. The obligations of OMERS Life Sciences to provide the debt financing under the Debt Commitment Letter are subject to conditions customary for a transaction of this type.

Item 7.01 – Regulation FD Disclosure

On June 29, 2026, Zymeworks issued a press release announcing the parties’ entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on June 29, 2026, Zymeworks intends to hold a conference call available to investors and the public. Details for accessing the conference call can be found in the press release furnished as Exhibit 99.1 to this Current Report. A presentation for reference during the call is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by Parent under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Current Report include, but are not limited to, statements that relate to Zymeworks’ ability to complete the proposed Merger with Theravance; anticipated milestones payments; completion of Theravance’s previously announced organizational restructuring; Zymeworks’ flexibility to invest in its research and development

(“R&D”) pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of YUPELRI® sales and future royalty payments; contingent milestone payments due to Theravance from the sale of Theravance’s Trelegy royalty interests; Zymeworks’ expectations regarding implementation of its long-term strategy to maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and product candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”, “continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, or the negative version of these words and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct.

Factors that could cause Zymeworks’ actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: financial closing procedures, final adjustments, and other developments; risks related to the financing in connection with the Merger; any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks and Theravance may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and Trelegy; the anticipated benefits of the acquisition may not be realized or will not be realized within the expected time period; Trelegy may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; zanidatamab may not be successfully commercialized; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the SEC (copies of which may be obtained at www.sec.gov).

Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events.

Item 9.01 – Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, dated as of June 28, 2026, by and among Zymeworks Inc., Zymeworks Merger Sub 1, and Theravance Biopharma, Inc.

10.1

Form of Contingent Value Rights Agreement.

99.1

Press Release, dated June 29, 2026.

99.2

Investor Webcast Presentation, dated June 29, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Parent agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Zymeworks Inc.

(registrant)

Date: June 29, 2026

By:

/s/ Kenneth Galbraith

Name:

Kenneth Galbraith

Title:

Chair, President and Chief Executive Officer

EX-2.1

Filename: d156494dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

By and Among

THERAVANCE BIOPHARMA, INC.

ZYMEWORKS INC.

and

ZYMEWORKS MERGER SUB 1

Dated as of June 28, 2026

TABLE OF CONTENTS

Page

ARTICLE I

THE MERGER

Section 1.1

The Merger

Section 1.2

Closing

Section 1.3

Effective Time

Section 1.4

Effect of the Merger

Section 1.5

Company Memorandum and Articles of Association

Section 1.6

Directors and Officers

ARTICLE II

EFFECT OF MERGER ON ISSUED SHARE CAPITAL; MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES

Section 2.1

Effect on Share Capital

Section 2.2

Treatment of Company Equity Awards and Company ESPP

Section 2.3

Exchange of Certificates

Section 2.4

Dissenting Shares

Section 2.5

Adjustments

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1

Organization and Qualification; Subsidiaries

Section 3.2

Memorandum and Articles of Association; Organizational Documents

Section 3.3

Capitalization

Section 3.4

Authority

Section 3.5

No Conflict; Required Filings and Consents

Section 3.6

Compliance

Section 3.7

SEC Filings; Financial Statements; Undisclosed Liabilities

Section 3.8

Contracts

Section 3.9

Absence of Certain Changes or Events

Section 3.10

Absence of Litigation

Section 3.11

Employee Benefit Plans

Section 3.12

Labor and Employment Matters

Section 3.13

Insurance

Section 3.14

Properties

Section 3.15

Tax Matters

Section 3.16

Proxy Statement

Section 3.17

Intellectual Property

Section 3.18

Environmental Matters

Section 3.19

Opinion of Financial Advisor

Section 3.20

Brokers

Section 3.21

Anti-takeover Provisions

Section 3.22

No Other Representations or Warranties

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1

Organization

Section 4.2

Authority

Section 4.3

No Conflict; Required Filings and Consents

Section 4.4

Absence of Litigation

Section 4.5

Merger Sub

Section 4.6

Brokers

Section 4.7

Financing

Section 4.8

Ownership of Shares

Section 4.9

Solvency

Section 4.10

Proxy Statement

Section 4.11

Non-Reliance on Company Estimates

Section 4.12

Independent Investigation

Section 4.13

No Other Representations or Warranties

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1

Conduct of Business of the Company Pending the Merger

Section 5.2

Conduct of Business of the Parties Pending the Merger

Section 5.3

No Control of Other Party’s Business

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1

Proxy Statement

Section 6.2

Shareholders Meeting; Board Recommendation

Section 6.3

No Solicitation

Section 6.4

Further Action; Efforts

Section 6.5

Notification of Certain Matters

Section 6.6

Access to Information; Confidentiality

Section 6.7

Stock Exchange Delisting

Section 6.8

Publicity

Section 6.9

Employee Matters

Section 6.10

Directors’ and Officers’ Indemnification and Insurance

Section 6.11

Parent Financing

Section 6.12

Takeover Statutes

Section 6.13

Transaction Litigation

Section 6.14

Resignation of Directors

Section 6.15

Obligations of Merger Sub; Obligations of Subsidiaries

Section 6.16

Actions Taken at Direction of Parent or Merger Sub

Section 6.17

TBIL

Section 6.18

Financing Reorganization

Section 6.19

CVR Agreement; Company License Representative

ARTICLE VII

CONDITIONS OF MERGER

Section 7.1

Conditions to Obligations of Each Party to Effect the Merger

Section 7.2

Conditions to Obligations of Parent and Merger Sub

Section 7.3

Conditions to Obligations of the Company

Section 7.4

Frustration of Closing Conditions

ARTICLE VIII

TERMINATION

Section 8.1

Termination

Section 8.2

Effect of Termination

Section 8.3

Expenses

ARTICLE IX

GENERAL PROVISIONS

Section 9.1

Non-Survival of Representations, Warranties, Covenants and

Agreements

Section 9.2

Modification or Amendment

Section 9.3

Waiver

Section 9.4

Notices

Section 9.5

Certain Definitions

Section 9.6

Severability

Section 9.7

Entire Agreement; Assignment

Section 9.8

Parties in Interest

Section 9.9

Governing Law

Section 9.10

Headings

Section 9.11

Counterparts

Section 9.12

Specific Performance

Section 9.13

Jurisdiction

Section 9.14

WAIVER OF JURY TRIAL

Section 9.15

Interpretation

Section 9.16

Financing Sources

iii

Exhibits

Exhibit A

Form of Contingent Value Rights Agreement

Exhibit B

Plan of Merger

Exhibit C

Financing Reorganization

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2026 (this “Agreement”), is entered into by and among

Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), Zymeworks Inc., a Delaware corporation (“Parent”), and Zymeworks Merger

Sub 1, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the

“Parties” and each, a “Party”).

RECITALS

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with Part 16 of the Companies Act (as revised)

of the Cayman Islands (the “Cayman Companies Act”), it is proposed that Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company (as defined

in the Cayman Companies Act) and becoming a wholly owned subsidiary of Parent as a result of the Merger;

WHEREAS, the board of directors

of the Company (the “Board of Directors”), acting upon the unanimous recommendation of the strategic review committee of the Board of Directors consisting of independent directors (the “Strategic Review

Committee”), has (a) determined that it is in the best interests of the Company and declared it advisable, to enter into this Agreement (including the Plan of Merger), (b) approved the execution, delivery and performance by the

Company of this Agreement (including the Plan of Merger) and the consummation of the Merger and the other transactions contemplated hereby (subject to obtaining the Company Requisite Vote), and (c) resolved to recommend the approval and

authorization of this Agreement, the Merger and the other transactions contemplated hereby by the shareholders of the Company at the Shareholders Meeting;

WHEREAS, (a) the respective boards of directors of Parent and Merger Sub have (i) approved the execution, delivery and performance

by Parent and Merger Sub, as the case may be, of this Agreement (including the Plan of Merger) and the consummation of the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Parent and Merger Sub, as the

case may be, to enter into this Agreement and (b) the board of directors of the Merger Sub resolved to recommend the approval and authorization of this Agreement, the Merger and the other transactions contemplated hereby by Parent as the sole

shareholder of Merger Sub;

WHEREAS, subject to the terms and conditions of this Agreement, at the Effective Time, Parent and an agent

selected by the Company and reasonably acceptable to Parent shall enter into a Contingent Value Rights Agreement in substantially the form attached hereto as Exhibit A (the “CVR Agreement”); and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with

this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and of the representations,

warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

THE

MERGER

Section 1.1 The Merger. Upon the terms and subject to the satisfaction or written waiver (where permissible)

of the conditions set forth in Article VII, and in accordance with the applicable provisions of the Cayman Companies Act, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the

Merger, Merger Sub shall cease to exist and will be struck off the Registrar of Companies in the Cayman Islands and the Company shall continue as the surviving company (as defined in the Cayman Companies Act) of the Merger (the “Surviving

Company”).

Section 1.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger

(the “Closing”) shall take place remotely (a) by the electronic exchange of documents and signatures and filing the Plan of Merger with the Registrar of Companies of the Cayman Islands on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the

Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied or waived in accordance with this Agreement, or (b) at such other time and place as the Company and Parent may agree in writing. The date

on which the Closing actually occurs is referred to herein as the “Closing Date.”

Section 1.3 Effective

Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the Cayman Companies Act by executing and filing the Plan of

Merger substantially in the form attached hereto as Exhibit B (the “Plan of Merger”) with the Registrar of Companies of the Cayman Islands (the “Registrar of Companies”), together with

such other appropriate documents, in such forms as are required by, and executed in accordance with, the applicable provisions of the Cayman Companies Act (the time of registration of the Plan of Merger by the Registrar of Companies, or such later

time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Plan of Merger, being referred to herein as the “Effective Time”).

Section 1.4 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan

of Merger and in the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in

the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company in accordance with the provisions of the Cayman Companies Act.

Section 1.5 Company Memorandum and Articles of Association. At the Effective

Time, in accordance with the Plan of Merger, the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, shall become the memorandum and articles of association of the Surviving Company, save and

except that (a) all references to the name “Zymeworks Merger Sub 1” shall be amended to “Theravance Biopharma, Inc.”; (b) all references to the share capital of the Surviving Company shall be amended to refer

to the correct authorized share capital of the Surviving Company consistent with the Plan of Merger, until thereafter amended in accordance with the applicable provisions of the Cayman Companies Act and such memorandum and articles of association;

and (c) such memorandum and articles of association shall include such indemnification provisions as required by Section 6.10(b).

Section 1.6 Directors and Officers.

(a) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the

Surviving Company, unless otherwise determined by Parent prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective successors are duly elected and

qualified or until such director’s earlier death, resignation or removal.

(b) The officers of the Company immediately prior to the

Effective Time shall be the officers of the Surviving Company, unless otherwise determined by Parent prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their

respective successors are duly elected and qualified or until such officer’s earlier death, resignation or removal.

ARTICLE II

EFFECT OF MERGER ON ISSUED SHARE CAPITAL; MERGER CONSIDERATION;

EXCHANGE OF CERTIFICATES

Section 2.1 Effect on Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the

Company, Parent, Merger Sub or the holders of any of the following securities:

(a) Merger Consideration. Each Ordinary Share (as

defined below) issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares and the Dissenting Shares) shall be canceled and converted into the right to receive $17.00 per Ordinary Share in cash without interest

(the “Per Share Cash Consideration”) plus one (1) contingent value right per Ordinary Share, which shall represent the right to receive the CVR Payment Amount (as such term is used in the CVR Agreement), if any,

at the times and subject to the terms and conditions provided for in the CVR Agreement, in cash, without interest (each, a “CVR” and, collectively, the “CVRs” and each CVR together with the Per Share Cash

Consideration, the “Per Share Merger Consideration”). At the Effective Time, all of the Ordinary Shares that have been converted into a right to receive the Per Share Merger Consideration as provided in this

Section 2.1(a) shall no longer be outstanding, shall be canceled and extinguished and shall cease to exist, and each former holder of Ordinary Shares (other than the Canceled Shares and the Dissenting Shares) that were

outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Ordinary Shares, except for the right to receive the Per Share Merger Consideration without interest, to be paid in consideration therefor in

accordance with this Article II.

(b) Cancellation and Conversion of Certain Shares. Each Ordinary Share owned by the

Company as a treasury share, or by any direct or indirect subsidiary of the Company immediately before the Effective Time (collectively, the “Canceled Shares”), shall be canceled and extinguished automatically and shall cease to

exist, and no consideration shall be paid for the Canceled Shares. Each Ordinary Share held by Parent or any direct or indirect subsidiary of Parent immediately prior to or at the Effective Time shall be canceled and extinguished and shall cease to

exist and no consideration shall be delivered in exchange therefor.

outstanding immediately prior to the Effective Time and is held by a holder of Ordinary Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger

(“Dissenter Rights”) pursuant to Section 238 of the Cayman Companies Act (collectively, the “Dissenting Shares”) shall be canceled and cease to exist, but shall not be converted into or exchangeable for or

represent the right to receive the Per Share Merger Consideration (except as provided in this Section 2.1(c)), and each such Dissenting Shareholder shall instead be entitled only to payment of the fair value of such

Dissenting Shares in accordance with Section 238 of the Cayman Companies Act; provided that if any Dissenting Shareholder shall have effectively withdrawn or lost its right to dissent in accordance with the Cayman Companies Act, then in

each case, as of the later of the Effective Time and the occurrence of such withdrawal or loss of right to dissent, the Dissenting Shareholder shall, in respect of its Ordinary Shares canceled at the Effective Time, be entitled to receive the Per

Share Merger Consideration without interest, pursuant to this Section 2.1(c) and such Ordinary Shares shall not be deemed to be Dissenting Shares. For the avoidance of doubt, and notwithstanding anything to the contrary

herein, Dissenting Shares shall not be entitled to receive any CVRs.

(d) Share Capital of Merger Sub. Immediately following the

cancellation of Ordinary Shares pursuant to the terms and conditions set out in Section 2.1(a), Section 2.1(b) and Section 2.1(c) above, each ordinary share, par value

$1.00 per share, of Merger Sub, issued and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value

$1.00 per share, of the Surviving Company, and will constitute all of the issued and outstanding shares of the Surviving Company.

Section 2.2 Treatment of Company Equity Awards and Company ESPP.

(a) Corporate Actions. At or prior to the Effective Time, the Company, the Board of Directors and/or the compensation committee

thereof, as applicable, shall adopt any resolutions and take any other actions necessary to cause the Company Options, the Company RSU Awards, the Company PSU Awards to be treated in accordance with Section 2.2(b) below and

the Company Share Plans to be treated in accordance with Section 2.2(c) and Section 2.2(d) below.

(b) Treatment of Company Options, Company RSU Awards and Company PSU Awards.

(i) Treatment of Company Options. Each Company Option, whether vested or unvested, that is outstanding, unexercised and

not yet expired as of immediately prior to the Effective Time will, at the Effective Time, be canceled and converted into the right to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without

interest, equal to (A) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (B) the number of Ordinary Shares underlying such Company Option (subject to any required

Tax withholdings as provided in Section 2.3(e)) plus (C) one (1) CVR for each Ordinary Share underlying such Company Option; provided that any Company Option that has an exercise price per Ordinary

Share that is greater than or equal to the Per Share Cash Consideration shall cease to be outstanding, be canceled and cease to exist and the holder of any such Company Option shall not be entitled to payment of any consideration therefor.

(ii) Treatment of Company RSU Awards. Each Company RSU Award that is outstanding immediately prior to the Effective

Time, whether vested or unvested, will, at the Effective Time, be canceled and automatically converted into a right to receive an amount in cash, without interest, equal to (x) the Per Share Cash Consideration multiplied by (y) the

number of Ordinary Shares underlying such Company RSU Award (subject to any required Tax withholdings as provided in Section 2.3(e)) plus one (1) CVR for each Ordinary Share underlying such Company RSU Award.

(iii) Treatment of Company PSU Awards. Each Company PSU Award that is outstanding immediately prior to the

Effective Time, whether vested or unvested, will, at the Effective Time, be canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the Per Share Cash Consideration multiplied by

(B) the number of Ordinary Shares set forth on Section 2.2(b)(iii) of the Company Disclosure Letter in the column titled “Outstanding/ Unreleased” with respect to such Company PSU Award that remain

outstanding and unreleased as of immediately prior to the Effective Time, plus (C) one (1) CVR for each Ordinary Share underlying such Company PSU Award. All Company PSU awards outstanding as of the date hereof are set forth on

Section 2.2(b)(iii) of the Company Disclosure Letter.

(iv) Payment Procedures. At or

prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate cash amount payable to holders of Company Options, Company RSU Awards and Company PSU

Awards pursuant to Section 2.2(b)(i), Section 2.2(b)(ii) and Section 2.2(b)(iii); provided that at least three (3) Business Days prior to such deposit, the

Company shall have delivered to Parent a list of all Company Equity Awards that would be outstanding as of immediately prior to the Effective Time, setting out for each such Company Equity Award, the holder thereof, the type of such Company Equity

Award, the number of Ordinary Shares subject thereto, the exercise price or purchase price (as applicable) thereof, the grant date thereof, and the vesting schedule applicable to such Company

Equity Award. As promptly as reasonably practicable following the Closing Date, but in no event later than the next regularly scheduled payroll date that occurs more than three (3) Business

Days following the Closing Date, the applicable holders of Company Options, Company RSU Awards and Company PSU Awards shall receive a cash payment from the Company or the Surviving Company or one of its subsidiaries, of all cash amounts required to

be paid to such holders in respect of its Company Options, Company RSU Awards and Company PSU Awards pursuant to Section 2.2(b)(i), Section 2.2(b)(ii) and

Section 2.2(b)(iii) as applicable (after giving effect to any required Tax withholdings as provided in Section 2.3(e)). Notwithstanding anything herein to the contrary, (A) with respect to any

Company Equity Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that the Company determines prior to the Effective Time is not eligible to be terminated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), such payment will be made at the earliest time permitted under the terms applicable to such Company Equity Award that will not trigger a Tax or penalty under Section 409A of

the Code and (B) with respect to Company Equity Awards held by individuals subject to Taxes imposed by the Laws of a country other than the United States, the parties hereto shall cooperate in good faith prior to the Effective Time to minimize

the Tax impact of the provisions set forth in this Section 2.2.

respect to the Company ESPP, as soon as practicable following the date of this Agreement, the Board of Directors shall adopt resolutions or take other actions as may be required to provide that no further Purchase Period (as defined in the Company

ESPP) will commence pursuant to the Company ESPP after the date hereof. Immediately prior to and effective as of the Effective Time, the Company will terminate the Company ESPP.

(d) Termination of Company Share Plans. As of the Effective Time, the Company Share Plans shall be terminated and no further Company

Options, Company RSU Awards, Company PSU Awards, or other rights with respect to Ordinary Shares shall be granted thereunder. Following the Effective Time, no such Company Option, Company RSU Award, Company PSU Award or other right that was

outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of any such Company Option, Company RSU Award, Company PSU Award or other right shall cease to have any rights with respect thereto, except the

right to receive the consideration set forth in this Section 2.2.

Section 2.3 Exchange of

Certificates; Exchange Fund.

(a) Paying Agent. Prior to the Closing, Parent or Merger Sub shall enter into an agreement

in form and substance reasonably acceptable to the Company with a paying agent selected by Parent and reasonably acceptable to the Company to act as agent for the shareholders of the Company in connection with the Merger (the “Paying

Agent”) to receive payments required to be made pursuant to Section 2.1(a), and if applicable, the proviso set forth under Section 2.1(c).

On or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, a cash amount in immediately available funds that are sufficient in the aggregate to

provide all funds necessary for the Paying Agent to pay the aggregate Per Share Cash Consideration pursuant to Section 2.1(a), and if applicable, the proviso set forth under Section 2.1(c) in trust

for the benefit of the relevant holders of the Ordinary Shares (other than the Canceled Shares and the Dissenting Shares) (such cash being hereinafter referred to as the “Exchange Fund”). The funds deposited with the Paying Agent

pursuant to this Section 2.3(a) shall not be used for any purpose other than as contemplated by this Section 2.3(a). For the avoidance of doubt, Parent shall not be required to cause to be

deposited any funds related to any CVR with the Paying Agent or the Rights Agent unless and until such deposit is required pursuant to the CVR Agreement.

(b) Exchange Procedures.

(i) Transmittal Materials. Promptly after the Effective Time (and in any event within two (2) Business Days

thereafter), Parent and the Surviving Company shall cause the Paying Agent to mail or otherwise provide to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Ordinary

Shares, if any (“Certificates”), and each former holder of record of Ordinary Shares held in book-entry form (“Book-Entry Shares”) (in each case, other than the Canceled Shares and the Dissenting Shares)

(A) transmittal materials, including a letter of transmittal in customary form as agreed by the Parties, specifying that delivery shall be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the

Certificates to the Paying Agent or, with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the transfer as the

Paying Agent may reasonably request), such transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (B) instructions for use in effecting the surrender of Certificates or

exchange of Book-Entry Shares, as applicable, for the aggregate Per Share Merger Consideration.

(ii) Certificates.

Upon surrender of Certificates to the Paying Agent, (together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such

instructions (as applicable)), each holder of record of one or more Certificates, if any (other than holders of Canceled Shares and Dissenting Shares), shall be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as

promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) equal to the product obtained by

multiplying (A) the number of Ordinary Shares represented by such surrendered Certificates by (B) the Per Share Merger Consideration, plus one (1) CVR per Ordinary Share represented by such surrendered Certificates and

the Certificates so surrendered shall immediately be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates to the Paying Agent. In the event that any Certificates shall have been lost, stolen or

destroyed, the Paying Agent shall issue a check in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, an amount in cash (after giving effect to any required Tax withholdings

as provided in Section 2.3(e)) equal to the product of the number of Ordinary Shares represented by such Certificates multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant

to Section 2.1(a).

(iii) Book-Entry Shares. Notwithstanding anything to the contrary

contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Certificate to receive the Per Share Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, each holder of record of one or more

Book-Entry Shares (other than Canceled Shares and Dissenting Shares) shall, upon receipt by the Paying Agent of an “agent’s message” in customary form or other evidence, if any, as the Paying Agent may have reasonably requested, be

entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as

provided in Section 2.3(e)) equal to the product obtained by multiplying (A) the number of Ordinary Shares represented by such Book-Entry Shares by (B) the Per Share Cash Consideration plus one

(1) CVR per Ordinary Share represented by such Book-Entry Shares. No interest will be paid or accrued on any amount payable upon due receipt by the Paying Agent of an “agent’s message” in customary form or other evidence, if

any, as the Paying Agent may have reasonably requested.

(iv) Unrecorded Transfers; Other Payments. In the event of

a transfer of ownership of Ordinary Shares that has not been registered in the register of members of the Company or if payment of the aggregate Per Share Merger Consideration is to be made to a Person other than the Person in whose name the

Certificates or Book-Entry Shares, as applicable, is registered, a check for any cash to be exchanged upon due surrender of Certificates (or affidavits if Certificates are lost, stolen or destroyed) or receipt by the Paying Agent of an

“agent’s message” or other evidence, if any, as the Paying Agent may have reasonably requested in the case of Book-Entry Shares, as applicable, may be issued to such transferee or other Person if the Certificates, as applicable,

formerly representing such Ordinary Shares is properly presented to the Paying Agent accompanied by all documents required to evidence, to the reasonable satisfaction of the Surviving Company, and effect such transfer and to evidence that any

applicable transfer or other similar Taxes have been paid or are not applicable.

the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the former holders of Ordinary Shares for twelve (12) months after the Effective Time shall be delivered to the Surviving Company upon demand. Any

holder of Certificates or Book-Entry Shares (in each case, other than Canceled Shares) who has not theretofore complied with this Section 2.3 shall thereafter be entitled to look to the Surviving Company for payment of the

relevant aggregate Per Share Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) upon due surrender of Certificates (or affidavits if Certificates are lost, stolen or

destroyed) or delivery of an “agent’s message” or other evidence, if any, as the Surviving Company may have reasonably requested in the case of Book-Entry Shares (together with a letter of transmittal, duly completed and validly

executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions (as applicable)), without any interest thereon and the Surviving Company, subject to the following sentence,

shall

remain liable for payment of such holder’s claim for the relevant aggregate Per Share Merger Consideration payable upon due surrender of Certificates (or affidavits if Certificates are

lost, stolen or destroyed) or due receipt by the Surviving Company of an “agent’s message” or other evidence, if any, as the Surviving Company may have reasonably requested in the case of Book-Entry Shares. Notwithstanding anything

to the contrary herein, none of the Surviving Company, Parent, the Company, the Paying Agent or any other Person shall be liable to any former holder of Ordinary Shares for any amount properly delivered to a public official pursuant to applicable

abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by such holders immediately prior to such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent

permitted by applicable Law, the property of the Surviving Company, free and clear of all claims of interest of any Person previously entitled thereto.

(d) Transfers. From and after the Effective Time, the register of members of the Company shall be closed, and there shall be no

transfers on the register of members of the Surviving Company of the Ordinary Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any evidence of a Certificate or Book-Entry Share is presented, and

acceptable, to the Surviving Company, Parent or the Paying Agent for transfer, subject to compliance with the procedures set forth in this Section 2.3, it shall be canceled and exchanged for the cash amount in immediately

available funds to which the holder thereof is entitled pursuant to Section 2.1(a) (without interest and after giving effect to any required Tax withholdings as provided in Section 2.3(e)). The

relevant aggregate Per Share Merger Consideration paid upon surrender of Certificates (or affidavits if Certificates are lost, stolen or destroyed) or receipt by the Paying Agent of an “agent’s message” or other evidence, if any,

as the Paying Agent may have reasonably requested in the case of Book-Entry Shares in accordance with the terms of this Section 2.3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the

Ordinary Shares formerly represented by such Certificates (or affidavits) or Book-Entry Shares, as applicable.

(e) Withholding

Rights. Notwithstanding anything herein to the contrary, each of the Paying Agent, Parent, the Surviving Company and any other applicable withholding agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to

this Agreement or the CVR Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any applicable Tax Law. To the extent that amounts are so deducted or withheld, such deducted or withheld

amounts (i) shall be remitted by the Paying Agent, Parent, the Surviving Company or such other applicable withholding agent, as applicable, to the applicable Governmental Entity, and (ii) to the extent so remitted, shall be treated for all

purposes of this Agreement or the CVR Agreement as having been paid to the Person in respect of which such deduction and withholding was made by the Paying Agent, Parent, the Surviving Company or such other applicable withholding agent, as the case

may be.

(f) Untraceable Shareholders. Remittances for the Per Share Merger Consideration shall not be sent to holders of Ordinary

Shares who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Surviving Company, as applicable, of their current contact details. A holder of Ordinary Shares will be deemed to be untraceable if

(i) such Person has no registered address in the register of members maintained by the Company, (ii) on the last two consecutive occasions on which a dividend has been paid by the Company a

check payable to such Person by the Company, in respect of such dividend either (x) has been sent to such Person and has been returned undelivered or has not been cashed or (y) has not

been sent to such Person because on an earlier occasion a check for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company, or (iii) notice of

the Shareholders Meeting convened to vote on the Merger has been sent to such Person and has been returned undelivered. Monies due to Dissenting Shareholders and holders of Ordinary Shares who are untraceable should be returned to the Surviving

Company on-demand and held in a non-interest bearing bank account for the benefit of Dissenting Shareholders and holders of Ordinary Shares who are untraceable.

Dissenting Shareholders and holders of Ordinary Shares who are untraceable who subsequently wish to receive any monies otherwise payable in respect of the Merger within applicable time limits or limitation periods will be advised to contact the

Surviving Company.

Section 2.4 Dissenting Shares. The Company shall give Parent (i) prompt notice of any written notice

of exercise of Dissenter Rights, any attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to Section 238 of the Cayman Companies Act and received by the Company relating to its shareholders’ exercise

of Dissenter Rights, and (ii) the opportunity to direct all negotiations and proceedings with respect to any exercise of Dissenter Rights under the Cayman Companies Act. The Company shall not, except with the prior written consent of Parent,

make any payment with respect to any exercise of Dissenter Rights or any demands for appraisal or offer to settle or settle any such Dissenter Rights or any demands or approve any withdrawal of any such Dissenter Rights or demands.

Section 2.5 Adjustments. Notwithstanding anything to the contrary herein, in the event that the number of Ordinary Shares or

securities convertible or exchangeable into or exercisable for Ordinary Shares issued and outstanding after the date hereof and prior to the Effective Time shall have been changed into a different number of Ordinary Shares or securities of a

different class as a result of a reclassification, share split (including a reverse share split), combination, share dividend or distribution, recapitalization, subdivision, merger, issuer tender or exchange offer, or other similar transaction, then

the Per Share Merger Consideration shall be equitably adjusted to provide to Parent and the holders of Ordinary Shares or Company Equity Awards the same economic effect as contemplated by this Agreement prior to such event; provided that

nothing in this Section 2.5 shall be construed to permit the Company, any subsidiary of the Company or any other Person to take any action that is otherwise prohibited by the terms of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Merger Sub that, except (i) as disclosed in the SEC Reports filed with, or

furnished to, the SEC since the Applicable Date, or (ii) as set forth on the disclosure letter delivered to Parent by the Company concurrently with entering into this Agreement (the “Company Disclosure Letter”), it being

acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item

is reasonably apparent:

Section 3.1 Organization and Qualification; Subsidiaries.

(a) The Company is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the

Laws of its respective jurisdiction of organization or incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is

qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or present conduct

of its business requires such qualification, except in each case where the failure to be so organized, existing, qualified or, to the extent such concept is applicable, in good standing, or to have such power or authority, would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Section 3.1(b) of the Company

Disclosure Letter sets forth (i) each of the Company’s subsidiaries and the ownership interest of the Company in each such subsidiary, as well as the ownership interest of any other Person or Persons in each such subsidiary and

(ii) the jurisdiction of organization of each such subsidiary. Each of the Company’s subsidiaries is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its

respective jurisdiction of organization or incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do

business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or present conduct of its business

requires such qualification, except in each case where the failure to be so organized, existing, qualified or, to the extent such concept is applicable, in good standing, or to have such power or authority, would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.2 Memorandum and Articles of Association;

Organizational Documents. A correct and complete copy of the memorandum and articles of association of the Company, as amended to date and as currently in effect (the “Memorandum and Articles of Association”) is on file with

the SEC and each as so disclosed is in full force and effect. The Memorandum and Articles of Association and the organizational documents, as applicable, of each Company subsidiary is in full force and effect except in each case where the failure to

be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.3 Capitalization.

(a) The authorized share capital of the Company is $2,002.30 divided into (i) 200,000,000 ordinary shares, par value $0.00001 per share

(the “Ordinary Shares”) and (ii) 230,000 preferred shares, par value $0.00001 per share (the “Preferred Shares”). As of June 23, 2026:

(i) 51,828,254 Ordinary Shares (which does not include treasury shares of the Company set forth in

Section 3.3(a)(ii)) are issued and outstanding;

(ii) 0 Ordinary Shares are held by the Company in its treasury (which are

not included in the number of issued and outstanding Ordinary Shares set forth in Section 3.3(a)(i));

(iii) no Preferred Shares are issued and outstanding;

(iv) 2,065,699 Ordinary Shares are issuable upon vesting of outstanding Company RSU Awards;

(v) 283,396 Ordinary Shares are issuable upon vesting of outstanding Company PSU Awards (assuming maximum performance); and

(vi) 1,834,078 Ordinary Shares are issuable in respect of Company Options.

(b) Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and

correct list of each outstanding Company Equity Award, including, with respect to each outstanding Company Equity Award (as applicable), the employee identification number of the grantee, the award type, the number of Ordinary Shares subject to such

Company Equity Award at grant, the number of Ordinary Shares subject to the portion of such Company Equity Award that remains outstanding as of the date of this Agreement (assuming maximum performance for Company PSU Awards) and the exercise price

per Ordinary Share.

hereof and except as issued after the date of this Agreement in compliance with Section 5.1(b)(iii) or Section 5.1(b)(xii), (i) there are not outstanding or authorized any (A) shares

or other voting securities of the Company or its subsidiaries, (B) securities of the Company or its subsidiaries convertible into, exercisable for, or exchangeable for shares, voting securities or equity interests of the Company or its

subsidiaries, (C) subscriptions, options, warrants, convertible debts, convertible instruments, calls, phantom stock or other similar rights, agreements, arrangements, understandings or commitments to acquire from the Company or its

subsidiaries, or obligations of the Company or its subsidiaries to issue or sell, any issued or unissued shares, voting securities, equity interests or securities convertible into, exercisable for, or exchangeable for, or giving any Person a right

to subscribe for or acquire, any shares, voting securities or equity interests of the Company or its subsidiaries, (D) bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, exercisable for,

or exchangeable for shares, voting securities or equity interests of the Company or any of its subsidiaries having the right to vote) on any matters on which shareholders of the Company may vote, or (E) securities or rights issued by the

Company or its subsidiaries, in each case, that are derivative of, or provide economic benefit based on the value of, shares, voting securities or equity interests of the Company or its subsidiaries (the foregoing securities in clauses (A)

through (E), the “Company Securities”) and (ii) there are no outstanding contractual obligations of the Company or any of its subsidiaries to (x) repurchase, redeem or otherwise acquire any Company Securities or

(y) grant, extend or enter into any subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement, understanding or commitment with respect to Company Securities. As of the date of this Agreement,

all outstanding Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable. No subsidiary of the Company owns any shares or other equity securities of the

Company. Each of the outstanding shares or other equity interests of each of the Company’s subsidiaries that is owned by the Company or a subsidiary of the Company is duly authorized,

validly issued, fully paid and non-assessable and is owned free and clear of all Liens (except for Permitted Liens), except for such transfer restrictions of general applicability arising under the Securities

Act or other applicable Laws. There is no Purchase Period underway under the Company ESPP as of the date hereof.

Section 3.4

Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby, subject only to

the approval of the Company’s shareholders by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares present and voting in person or by proxy as a

single class at the Shareholders Meeting (the “Company Requisite Vote”) and the filing of the Plan of Merger (along with any other documents required by the Cayman Companies Act) with the Registrar of Companies pursuant to the

Cayman Companies Act. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of

the Company enforceable against the Company in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’

rights generally or general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). The Board of Directors, at a duly called and held meeting, upon the recommendation

of the Strategic Review Committee, has (i) determined that it is in the best interests of the Company and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company of this

Agreement and the consummation of the Merger and the other transactions contemplated hereby (subject to obtaining the Company Requisite Vote), (iii) resolved to recommend the approval of this Agreement, the Merger and the other transactions

contemplated hereby by the shareholders of the Company at the Shareholders Meeting (the “Recommendation”) and (iv) directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to the

shareholders of the Company at the Shareholders Meeting for their approval.

Section 3.5 No Conflict; Required Filings and

Consents.

(a) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the

other transactions contemplated hereby do not and will not, (i) assuming that the Company Requisite Vote has been obtained, breach, violate or conflict with the Memorandum and Articles of Association or other equivalent organizational or

governing documents of the Company or any of its subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained, all filings

described in such clauses have been made and the Company Requisite Vote has been obtained, violate any Law applicable to the Company or any of its subsidiaries or by which its or any of their respective properties or assets are bound,

(iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default), require a consent or result in the loss of a material benefit under, or give rise to any right

of termination, cancellation or acceleration of under any of the terms or conditions of any Material Contract or (iv) result in the creation of any Lien upon any of the material assets or material properties of the Company and its subsidiaries

(other than Permitted Liens), except, in the case of the preceding clauses (ii) through (iv), for any such conflict, violation, breach, default, loss, right or other occurrence which would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(b) The execution, delivery and performance of this Agreement by the Company and the

consummation of the Merger and the other transactions contemplated hereby by the Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any governmental, administrative,

judicial or regulatory (including stock exchange) authority, agency, court, arbitral body (public or private), commission or other governmental body, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any

state, county or municipality, jurisdiction or other political subdivision thereof (each, a “Governmental Entity”), except for (i) compliance with the applicable requirements of the Securities Act of 1933 (the

“Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, including the

filing with the SEC of the Proxy Statement and the filing of one or more amendments to the Proxy Statement to respond to comments of the SEC, if any, (ii) compliance with the applicable requirements of the Nasdaq Global Market, (iii) the

filing of the Plan of Merger with the Registrar of Companies pursuant to the Cayman Companies Act, (iv) the Required Regulatory Approvals, (v) those that may be required solely by reason of Parent’s (as opposed to any other

Person’s) participation in the Merger and the other transactions contemplated by this Agreement and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.6 Compliance.

(a) Except as set forth in Section 3.6 of the Company Disclosure Letter or as would not reasonably be expected to

have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its subsidiaries are not, and since the Applicable Date have not been, in violation of, and are, and since the Applicable Date have been, in compliance with

all Laws applicable to the Company or any of its subsidiaries or any of its or their respective assets, businesses or properties; and (ii) none of the Company and its subsidiaries is in default, breach or violation of any Law applicable to it,

or by which any of its properties or assets is bound. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except as set forth in Section 3.6 of the Company

Disclosure Letter, the Company and its subsidiaries have all permits, licenses, authorizations, exemptions, orders, consents, approvals and franchises from Governmental Entities required to conduct their respective businesses and own, lease and

operate their respective assets and properties as presently being conducted, owned, leased or operated (“Licenses”), and all Licenses are effective and passed their respective annual inspection (as applicable) in accordance with

applicable Laws and no suspension or cancellation of any of the Licenses is pending or, to the knowledge of the Company, threatened. None of the Company or its subsidiaries has received any written notice or communication from any Governmental

Entity of any non-compliance with any applicable Laws that has not been cured, except for such non-compliance the outcome of which would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect, since the Applicable Date, none of the Company or any of its subsidiaries, or, to the knowledge of the Company, any of their respective Representatives, in the course of their actions for or on behalf of the Company or any

of its subsidiaries, is or has been in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act of 2010 or any other similar applicable Law that prohibits corruption or bribery and regulate record

keeping and internal controls (collectively, “Anti-Corruption Laws”). The Company has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with applicable

Anti-Corruption Laws by the Company and its subsidiaries. Since the Applicable Date, neither the Company nor any of its subsidiaries has, in connection with or relating to the business of the Company or any of its subsidiaries, received from any

Governmental Entity any written notice or inquiry, made any voluntary or involuntary disclosure to a Governmental Entity, or conducted any internal investigation or audit, concerning any non-compliance with

any applicable Anti-Corruption Laws.

directors, nor, to the knowledge of the Company, any of their respective employees or agents acting on behalf of the Company, is currently, or has since the Applicable Date been: (A) a Sanctioned Person, or (B) in violation in any material

respect of any applicable Sanctions.

Section 3.7 SEC Filings; Financial Statements; Undisclosed Liabilities.

(a) The Company has timely filed or furnished all forms, reports, statements, certifications and other documents (including all exhibits and

other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by it to, the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2024

(the “Applicable Date”) (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto,

collectively, the “SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing, as of the date of such amendment or superseding filing, (i) each SEC Report complied in all

material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any

such filing and (ii) no SEC Report so filed contained any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading.

(b) The audited consolidated financial statements of the

Company (including all notes thereto) included in each of the Company’s Annual Reports on Form 10-K filed with the SEC since the Applicable Date complied as to form at the time they were filed in

all material respects with the applicable accounting requirements and the rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may

be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and their consolidated

results of operations and cash flows for the periods indicated. The unaudited consolidated financial

statements of the Company and its subsidiaries (including any related notes thereto) for all interim periods included in the SEC Reports complied as to form at the time they were filed in all

material respects with the applicable accounting requirements and the rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be

indicated in the notes thereto and except for normal year-end adjustments and the absence of footnote disclosures as permitted by GAAP) and fairly present in all material respects the consolidated financial

position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and their consolidated results of operations and cash flows for the periods indicated (subject to normal year-end adjustments as permitted by GAAP).

times since the Applicable Date has maintained, disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs 1.1 and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act. Such disclosure controls and

procedures are reasonably designed to ensure that material information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC

and other public disclosure documents. Since the Applicable Date, based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, there has not been (i) any

“material weakness” and “significant deficiency” (as defined by the Public Company Accounting Oversight Board) in the design or operation of its internal control over financial reporting or (ii) any fraud or allegation

of fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(d) Except as set forth in the consolidated financial statements of the Company and its subsidiaries (including the notes thereto) included in

the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2026, and except for (i) liabilities or obligations incurred in the ordinary course of business since the

Applicable Date; (ii) liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement; (iii) liabilities or obligations incurred in connection with this Agreement and the transactions contemplated

hereby; and (iv) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its subsidiaries has any liabilities or obligations of a

nature required by GAAP to be reflected in a consolidated balance sheet or disclosed in the notes thereto.

Section 3.8

Contracts.

(a) Except (i) for this Agreement, (ii) for the Company Share Plans or any other Company Plans, (iii) as

filed as exhibits to the SEC Reports as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, and (iv) required to be set forth in

Section 3.8(a) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of its subsidiaries is party to or bound by any Contract currently in effect that:

(i) (A) contains covenants that materially restrict the right of the Company or any of its subsidiaries, to compete with any

Person, in any line of business, in each case in any geographic area; (B) grants “most-favored nation” status to a Person that would be material to the Company and its subsidiaries, taken as a whole; or (C) contains an

exclusivity provision (other than exclusive licenses) that would be material to the Company and its subsidiaries, taken as a whole;

(ii) other than with respect to any partnership that is wholly owned by the

Company or any of its wholly owned subsidiaries, is with respect to a joint venture or partnership agreement or arrangement;

(iii) is for the purchase or sale of any shares or securities of, or other equity interests in, the Company or any of its

subsidiaries;

(iv) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond, mortgage or

similar Contract pursuant to which any material indebtedness of the Company or any of its subsidiaries is outstanding or secured, other than any such Contract between or among any of the Company and any of its wholly owned subsidiaries;

(v) with respect to any acquisition or disposition of ownership of any business (including share capital or other equity

interest in another Person) outside the ordinary course and for aggregate consideration under such context in excess of $250,000, whether by merger, sale of shares, sale of assets or otherwise, pursuant to which any indemnification, guarantee, “earn-out” or other contingent or outstanding payment obligations of the Company or any of its subsidiaries remains outstanding and that are material to the Company and its subsidiaries, taken as a

whole;

(vi) is a final and binding settlement or similar Contract with any Governmental Entity pursuant to which the

Company or any of its subsidiaries has continuing obligations that materially restrict the operations of the Company and its subsidiaries, taken as a whole, or that involves an outstanding payment obligation by the Company to any Governmental

Entity;

(vii) is a final and binding settlement or other resolution of any suit, action, or proceeding that has continuing

material obligations, liabilities or restrictions on the Company or any of its subsidiaries or involves an outstanding payment obligation by the Company or any of its subsidiaries of more than $250,000;

(viii) grants a Lien (other than a Permitted Lien) over the material property or assets of the Company or its

subsidiaries, taken as a whole;

(ix) is a collective bargaining Contract or other Contract with any labor union, works

council or labor organization representing any employee of the Company or any of its subsidiaries (each, a “CBA”);

(x) requires the Company or any of its subsidiaries to make any advance, loan, extension of credit or capital contribution to,

or other investment in, any Person (other than the Company or any of its wholly owned subsidiaries);

(xi) other than Contracts between the Company and one or more of its wholly

owned subsidiaries or customary confidentiality or non-disclosure agreements or proprietary or confidential information assignment agreements, is a Contract with an Affiliate, director, executive officer (as

such term is defined in the Exchange Act), holder of 5% or more of the Ordinary Shares, or any of their immediate family members, or, to the knowledge of the Company, any of their Affiliates (other than the Company);

(xii) is a Contract under which payments to the Company and its subsidiaries exceeded $200,000 in calendar year 2025 or are

reasonably likely to exceed $200,000 in calendar year 2026;

(xiii) is a Contract for capital expenditures which requires

future payments in excess of $150,000;

(xiv) is a Contract that requires the Company, or any successor to, or acquirer of,

Company, to make any payment to another Person as a result of a change of control of such Company (a “Change in Control Payment”) or gives another Person a right to receive or elect to receive a Change in Control Payment;

(xv) is a Contract providing for (A) profit sharing with a third party or (B) the sale, transfer, assignment or any

other disposition to a third party of the right to receive royalties, profit share or revenues, in each case, that is material to the business of the Company and its subsidiaries, taken as a whole;

(xvi) pursuant to which a license or any similar right is granted under any material Intellectual Property by or to the Company

or any of its subsidiaries, excluding (A) intercompany agreements, (B) agreements between the Company or any of its subsidiaries and its or their employees, contractors or consultants,

(D) Off-the-Shelf Software Licenses, and (E) other Contracts in which the grant of rights to use Intellectual Property is incidental and not material to

performance under any such Contract; or

(xvii) is a Contract among the Company or any of its subsidiaries and Viatris,

Inc. or any Affiliate of Viatris, Inc. or any other Person, that primarily relates to Yupelri and is material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Yupelri Agreements”).

(b) Each of the Material Contracts is valid and binding on the Company and each of its subsidiaries as parties thereto and, to the knowledge

of the Company, on each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Material Contract expires or terminates

in accordance with its terms, (ii) other than with respect to any Yupelri Agreement, for such failures to be valid and binding or to be in full force and effect that would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect and (iii) with respect to the Yupelri Agreements, for such failures to be valid and binding or to be in full force and effect that, in the aggregate, would not reasonably be expected to be material to the

Company and its subsidiaries, taken as a whole. To the knowledge of the Company, (x) neither the Company nor any of its subsidiaries has received written notice from any other party to a

Material Contract of a claim of material default or termination under such Material Contract and (y) there is no material breach or material default under any Material Contract by the Company or any of its subsidiaries, or, to the knowledge of

the Company, by any other party thereto.

Section 3.9 Absence of Certain Changes or Events. Since December 31, 2025,

through the date of this Agreement, (a) except as contemplated by this Agreement, (i) the business of the Company and its subsidiaries has been conducted in all material respects in the ordinary course of business (except for matters

relating to the transactions contemplated hereby and this Agreement and discussions, negotiations and transactions related thereto) and (ii) there has not been any action taken by the Company or any of its subsidiaries that, if taken during the

period from the date hereof through the Effective Time without Parent’s consent, would constitute a breach of Section 5.1(b)(ii), Section 5.1(b)(iv),

Section 5.1(b)(vi), Section 5.1(b)(viii), Section 5.1(b)(xvii) or Section 5.1(b)(xxii) (to the extent relating to the foregoing clauses);

(b) there has not occurred any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (c) the Company and its subsidiaries have not breached the Yupelri Agreements in a

manner that would be reasonably expected to be material and adverse to the Company and its subsidiaries’ rights under the Yupelri Agreements, taken as a whole (collectively, the “Yupelri Rights”).

Section 3.10 Absence of Litigation.

As of the date hereof, except as set forth in Section 3.10 of the Company Disclosure Letter, there is no litigation, suit, claim,

charge, action, proceeding, arbitration or, to the knowledge of the Company, investigation, before any Governmental Entity (each, an “Action”) pending or, to the knowledge of the Company, threatened in writing against the Company

or any of its subsidiaries or any of their respective assets or properties, other than any such Action that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of

its subsidiaries or any of their respective properties or assets is or are subject to any Order, except for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.11 Employee Benefit Plans.

(a) Section 3.11(a) of the Company Disclosure Letter contains a true and complete list of each material Company

Plan, except for any employment agreements, offer letters, compensatory agreements or consultancy agreements for Company Service Providers (as defined below) that are, in all material respects, consistent with a standard form previously made

available to Parent. A “Company Plan” is an “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), whether or not subject

to ERISA) and each other plan, policy, program, or arrangement providing employment, compensation or benefits (i) to any current or former director, officer, employee or individual contractor or service provider (collectively, the

“Company Service Providers”), including bonus plans, employment, severance, employee loan, fringe benefits, change in control, retention, transaction or similar bonuses, incentive equity or equity-based compensation or deferred

compensation arrangements, medical, retiree medical, hospitalization, vision, dental or other health plans, disability, life insurance, retirement, pension plans and (ii) that is contributed to, sponsored or maintained by the Company or any of

its subsidiaries, or with respect to which the Company or any of its subsidiaries has any current or contingent obligation or liability, in each case, other than a plan, policy, program, or arrangement which is required to be provided to Company

Service Providers pursuant to applicable Law.

(b) With respect to each material Company Plan set forth on

Section 3.11(a) of the Company Disclosure Letter, the Company has made available to Parent, to the extent applicable, a true, current and complete copy of: (i) the most recent plan document (including all amendments

thereto) (or in the event of no written plan, agreement, arrangement, program or policy, a description of the material terms thereof); (ii) Forms 5500, with schedule attached, filed for the three (3) most recent plan years;

(iii) the most recent summary plan description, together with any subsequent summaries of material modifications; (iv) the most recently prepared actuarial reports and financial statements; (v) a copy of the most recent determination,

opinion or advisory letter from the United States Internal Revenue Service, if any; (vi) nondiscrimination testing reports for the three (3) most recently complete plan years; (vii) all material,

non-routine correspondence with any Governmental Entity during the preceding three (3) years; and (viii) any related trust agreement or other funding instrument.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Company

Plan has been established, funded, maintained and administered in accordance with its terms and in compliance with the applicable provisions of all applicable Laws, and (ii) with respect to each Company Plan, as of the date of this Agreement,

no Actions (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened. Each Company Plan which is intended to be qualified under Section 401(a) of the Code has received a current

determination, advisory or opinion letter to that effect from the United States Internal Revenue Service.

(d) Except as set forth in

Section 3.11(d) of the Company Disclosure Letter, no Company Plan provides for post-employment medical, disability, life insurance or other welfare benefits to Company Service Providers following their termination of

employment or service, except to the extent required by applicable Laws.

(e) No Company Plan is, and none of the Company or its

subsidiaries has, any liability or obligation with respect to, a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

(f) Except as set forth in Section 3.11(f) of the Company Disclosure Letter or except as expressly contemplated by

this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment) will (i) entitle any current

or former Company Service Providers to any payment or benefit or increase of compensation or benefit (including any change of control, bonus, retention or severance pay) by the Company or its subsidiaries, (ii) accelerate the time of payment or

vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits by the Company or its subsidiaries, or (iii) result in any benefit, payment or series of payments that may reasonably constitute an

“excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) to any Person.

Section 3.12 Labor and Employment Matters. Except as set forth in

Section 3.12 of the Company Disclosure Letter:

(a) Neither the Company nor any of its subsidiaries is a party to

or bound by any CBA, no employee of the Company or any of its subsidiaries is represented by any labor union, works council or other labor organization with respect to employment with the Company or any of its subsidiaries, and no CBA is being

negotiated by the Company or any of its subsidiaries. There are no, and since the Applicable Date, there have not been any, strikes, work stoppages, slowdowns, lockouts or similar material labor disputes pending or, to the knowledge of the Company,

threatened against the Company or any of its subsidiaries. There are no, and since the Applicable Date, there have not been any (i) material unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the

Company or any of its subsidiaries before any labor relations tribunal or authority or (ii) to the knowledge of the Company, union organizing efforts by any employee of the Company or any of its subsidiaries.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its

subsidiaries are, and since the Applicable Date have been, in compliance with all applicable Laws relating to labor and employment, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the

classification of employees as exempt or non-exempt from overtime pay requirements and the proper classification of individuals as non-employee contractors or

consultants), social security payments and housing fund contribution, mandatory provident fund or other statutory pension contribution, immigration, discrimination, disability rights, plant closures and layoffs, workers’ compensation, labor

relations, employee leave issues, and unemployment insurance.

agreement with a current or former officer, employee or independent contractor of the Company or its subsidiaries that involves allegations relating to sexual harassment or discrimination by either (i) an officer of the Company or its

subsidiaries or (ii) an employee of the Company or its subsidiaries at the level of vice president or above. To the knowledge of the Company, since the Applicable Date, no allegations of sexual harassment or discrimination have been made

against (i) any officer of the Company or its subsidiaries or (ii) any employee of the Company or its subsidiaries at the level of vice president or above.

Section 3.13 Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, all insurance policies of the Company and its subsidiaries that are material to the Company and its subsidiaries, individually or taken as a whole, (a) are in full force and effect and provide insurance in such amounts and against such

risks as is sufficient to comply with applicable Law and as is commercially reasonable in all material respects in the industries in which the Company and its subsidiaries operate and (b) all premiums due with respect to such insurance policies

have been paid in accordance with the terms thereof.

Section 3.14 Properties.

(a) Neither the Company nor any of its subsidiaries owns any Owned Real Property.

(b) Section 3.14(b)(i) of the Company Disclosure Letter sets forth the address of each Leased Real Property. The

Company has made available to Parent true and complete copies of all Leases under which the Company or any of its subsidiaries uses or occupies or has the right to use or occupy any Leased Real Property (and all modifications, amendments and

supplements thereto, the “Material Leases”). Except as set forth in Section 3.14(b)(ii) of the Company Disclosure Letter, (A) each of the Company and its subsidiaries has a good and valid leasehold

or subleasehold interest in each relevant parcel of the Leased Real Property, free and clear of all Liens, except for Permitted Liens; (B) each Material Lease is legal, valid, binding, enforceable and in full force and effect, subject to the

Bankruptcy and Equity Exception; (C) neither the Company nor any of its subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (D) neither the

Company nor any of its subsidiaries have collaterally assigned or granted any other security interest in such Material Lease or any interest therein; and (E) neither the Company nor any of its applicable subsidiaries is in breach or violation

of, or default under any Material Lease and to the knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the

termination, modification or acceleration of rent under such Material Lease.

Material Lease has given written notice to the Company or any of its subsidiaries of, or made a written claim against the Company or any such subsidiary with respect to, any breach or default thereunder. As of the date of this Agreement, neither the

Company nor any of its subsidiaries has received written notice of the existence of any outstanding Order, and, to the knowledge of the Company, there is no such Order threatened, relating to the ownership, lease, use, occupancy or operation by any

Person of any Leased Real Property.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect, the Company and its subsidiaries have good title to, or a valid and binding leasehold interest in, all other properties and assets (excluding Leased Real Property and Intellectual Property), in each case free and clear of all Liens,

except for Permitted Liens.

Section 3.15 Tax Matters.

(a) The Company and each of its subsidiaries (A) have timely filed (taking into account any extension of time within which to file) all

material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (B) have timely paid all material Taxes and, except as would not (individually or in the aggregate) be

material, have withheld all Taxes required to be withheld from amounts owing to any employee, creditor, equity holder, or other third party; and (C) have not waived any statute of limitations with respect to material Taxes or agreed to any

extension of time with respect to a material Tax assessment or deficiency which waiver or extension has not yet expired.

(b) No Tax audits, examinations, investigations or other proceedings with respect to

material Taxes of or with respect to the Company or any of its subsidiaries are currently pending and neither the Company nor any of its subsidiaries has received a written notice from a Tax authority of an upcoming audit, examination, investigation

or other proceeding with respect to material Taxes.

subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, other than Liens for Taxes that are not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding.

(d) Neither the Company nor any of its subsidiaries has participated in any “listed transactions” within the meaning of Treasury

Regulations Section 1.6011-4 or any similar provision of applicable Tax Law.

(e) Neither the

Company nor any of its subsidiaries (A) is a party to any combined, unitary, consolidated or similar tax group (other than a group the common parent of which was the Company), or has any liability for the Taxes of any Person (other than the

Company or its subsidiaries) as a transferee or successor, in each case pursuant to which it will have any obligation to make any payments after the Closing, or (B) is a party to or bound by (x) any closing agreement (within the meaning of

Section 7121(a) of the Code (or any similar or analogous provision of state, local or non-U.S. Law)) or other ruling or written agreement with a Tax authority, in each case, with respect to material

Taxes, or (y) any material Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement (other than any other customary commercial agreements or Contracts not primarily related to Tax, or any agreement among or between only the

Company or any of its subsidiaries).

(f) Within the past three years, there has not been any material change in the nature or conduct of,

the trade carried on by TBIL (within the meaning of Section 401 of the Taxes Consolidation Act 1997) and the scale of the activities in its trade have not become small or negligible (within the meaning of Section 401 of the Taxes

Consolidation Act 1997); provided that this representation shall not apply in respect of any actions taken as part of or in connection with the Financing Reorganization.

(g) No redacted sections of any minutes of meetings of the board of directors of TBIL or of the Company made available to Parent contain any

information that is pertinent or relevant to the consideration of whether there has been any material change in the nature or conduct of, the trade carried on by TBIL (within the meaning of Section 401 of the Taxes Consolidation Act 1997) or

whether the scale of the activities in TBIL’s trade have become small or negligible (within the meaning of Section 401 of the Taxes Consolidation Act 1997).

(h) On or before the date hereof, a duly constituted meeting of the Board of Directors was convened at which the Board of Directors approved,

authorized and otherwise resolved to ensure that TBIL has the necessary funding for it to continue research and development in relation to potential future pathways for Ampreloxetine, and such resolution has not been amended, superseded or revoked

or rescinded and are in full force and effect and a true, current and complete copy of the board minutes of such meeting have been provided to Parent.

(i) On or before the date hereof, a duly constituted meeting of the board of directors of

TBIL was convened at which the board of directors of TBIL noted that the Board of Directors had approved, authorized and otherwise resolved to ensure that TBIL would have the necessary funding for it to continue research and development in relation

to potential future pathways for Ampreloxetine and the board of directors of TBIL approved, authorized and otherwise resolved to: (i) extend the retention period for three employees of TBIL who were otherwise due to cease employment on

September 15, 2026, such that their employment would instead cease on or after November 15, 2026; and (ii) execute a license arrangement for TBIL in respect of appropriate office space in Ireland, which resolutions have not been

amended, superseded or revoked or rescinded and are in full force and effect and a true, current and complete copy of the board minutes of such meeting have been provided to Parent.

(j) TBIL has entered into written agreements with three employees of TBIL who were otherwise due to cease employment with TBIL on

September 15, 2026, pursuant to which TBIL and each such employee agreed to extend the period of their employment with TBIL until November 15, 2026, such written agreements have not been amended, varied, or terminated, are legally binding

and continue in full force and effect and a true and complete copy of each such written agreement has been made available to Parent.

(k)

No written claim has been made by a Governmental Entity in a jurisdiction where the Company or any of its subsidiaries does not file Tax Returns that the Company or any of its subsidiaries is subject to taxation by, or required to file any Tax

Return in, that jurisdiction.

(l) During the two-year period ending on the date hereof, none of

the Company or any of its subsidiaries was either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code and the Treasury Regulations promulgated thereunder (or any

similar or analogous provision of state, local, or non-U.S. Tax Law).

(m) For purposes of this

Agreement:

(i) “Taxes” means all federal, state, local and

non-U.S. income, profits, franchise, gross receipts, windfall, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, social security, use,

property, withholding, excise, license, production, value added, occupancy, land value appreciation, deed, registration, alternative, add-on minimum, branch profits, premium, business and national tax and

other taxes, duties or other like assessments of any nature whatsoever imposed by any Governmental Entity together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and

additions;

(ii) “Tax Law” means any Law relating to Taxes; and

(iii) “Tax Return” means all returns and reports (including any elections, disclosures, information returns

and attached schedules) filed with a Tax authority.

Section 3.16 Proxy Statement. None of the information supplied or to be supplied

by the Company for inclusion or incorporation by reference in the proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting (such proxy statement, as amended or supplemented, including the letter

to shareholders, notice of meeting and form of proxy the “Proxy Statement”), on the date it and any amendment or supplements thereto are filed with the SEC, or at the time it is first mailed to the shareholders of the Company or

at the time of the Shareholders Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they are made, not false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statement made or incorporated by reference in any of the foregoing documents based on information

supplied by or on behalf of Parent or Merger Sub or any of their respective Representatives which is contained or incorporated by reference in the Proxy Statement.

Section 3.17 Intellectual Property.

(a) Section 3.17(a) of the Company Disclosure Letter sets forth a list, as of the date of this Agreement, of all

Registered Intellectual Property that is owned (or purported to be owned) by the Company or any of its subsidiaries (collectively, the “Company Registered Intellectual Property”). Except as would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its wholly owned subsidiaries solely and exclusively owns all right, title, and interest in and to all Company Registered Intellectual Property, free and

clear of all Liens (other than Permitted Liens).

(b) Except as would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect, the Company and its subsidiaries have valid and enforceable rights to use all Intellectual Property used by the Company or its subsidiaries in the conduct of the businesses of the Company and its subsidiaries as

currently conducted; provided that the foregoing is not a representation or warranty with respect to infringement, dilution, misappropriation or other violation of Intellectual Property.

(c) Since the Applicable Date, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, (i) to the knowledge of the Company, the Company and its subsidiaries have not infringed, diluted, misappropriated or otherwise violated any valid and enforceable Intellectual Property of any third party; and (ii) no such Actions

have been pending, or to the knowledge of the Company, threatened in writing against the Company or any of its subsidiaries.

(d) Since

the Applicable Date, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the knowledge of the Company, no Company Intellectual Property has been infringed, diluted,

misappropriated or otherwise violated by any third party; and (ii) no such Actions have been pending, or to the knowledge of the Company, threatened in writing by the Company or any of its subsidiaries.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the

Company nor any of its subsidiaries is subject to any Order with respect to any Company Intellectual Property; and (ii) all Company Registered Intellectual Property is subsisting, and to the knowledge of the Company, excluding applications

related thereto, valid and enforceable.

(f) Except as would not reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect, since the Applicable Date, (i) the Company and its subsidiaries have taken commercially reasonable steps to protect and maintain (including protecting the confidentiality of) trade secrets and other confidential

information included in the Company Intellectual Property and any other material confidential information owned by any third Person to whom the Company has a confidentiality obligation; and (ii) to the knowledge of the Company, no such trade

secret or confidential information has been disclosed to any Person in a manner that resulted in the loss of trade secret rights in such information.

(g) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company

Systems operate in a manner that permits the Company and its subsidiaries to conduct their respective businesses as currently conducted; (ii) the Company takes commercially reasonable actions to protect the confidentiality, integrity and

security of the Company Systems against any unauthorized use, access, interruption, modification or corruption, and the Company and its subsidiaries maintain commercially reasonable disaster recovery plans, procedures and facilities sufficient for

their businesses; and (iii) to the knowledge of the Company, since the Applicable Date, there has been no unauthorized use or, access or security breaches, or, interruption, modification, loss or corruption of any Company System.

(h) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and

its subsidiaries are, and have been since the Applicable Date, in compliance with all Data Privacy Requirements; and (ii) since the Applicable Date, no demands or notices in writing have been received by, and no Actions have been made (or to

the knowledge of the Company threatened in writing) against, the Company or its subsidiaries alleging a violation of any of the Data Privacy Requirements, and, to the knowledge of the Company, none of the Company or its subsidiaries have been

subject to any investigations with regard to violation of any of the Data Privacy Requirements.

(i) Notwithstanding anything in this

Agreement to the contrary, the representations and warranties contained in this Section 3.17 and Section 3.8(a)(xii) are the only representations and warranties being made by the Company in this

Agreement with respect to Intellectual Property, Data Privacy Requirements and Company Systems.

Section 3.18 Environmental

Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the Company and its subsidiaries are and have since the Applicable Date, in compliance with all applicable

Environmental Laws, which compliance has included obtaining, maintaining, and complying with all material Licenses required under such applicable Environmental Laws, and all such material Licenses are in full force and effect; (ii) neither the

Company nor any of its subsidiaries has received written notice of any actual or alleged violation of or liability (contingent or otherwise) under any Environmental Law; and (iii) no property currently owned or operated by the Company or any of

its subsidiaries has been contaminated with or is releasing any Hazardous Materials in a manner that gives rise to a liability (contingent or otherwise) of the Company or any of its subsidiaries under any Environmental Law.

Section 3.19 Opinion of Financial Advisor. Lazard & Freres, LLC (the

“Financial Advisor”) rendered its oral opinion to the Board of Directors and subsequently confirmed by delivery of a written opinion to the effect that, as of the date of this Agreement, and based upon and subject to the

assumptions, limitations and qualifications set forth in the Financial Advisor’s written opinion, the Per Share Merger Consideration to be received by the holders of Ordinary Shares (other than the Canceled Shares and Dissenting Shares)

pursuant to this Agreement and the CVR Agreement is fair from a financial point of view to such holders.

Section 3.20

Brokers. Other than the Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon

arrangements made by and on behalf of the Company or any of its subsidiaries and to which Parent would be bound upon and following the Closing.

Section 3.21 Anti-takeover Provisions. There are no “fair prices,” “moratoriums,” “business

combinations,” “control share acquisitions” or other similar forms of anti-takeover statutes, or “poison pills,” “shareholder rights plans” or similar Contracts to each of which the Company is a party with

respect to any shares of the Company, or similar provisions under the organizational documents of the Company and its subsidiaries (including the documents set forth in, or required to be set forth in, Section 3.21 of the

Company Disclosure Letter, collectively, “Takeover Statute”), in each case applicable to this Agreement, the Merger or other transactions contemplated hereby. The Company has taken all necessary actions to exempt this Agreement,

the Merger and the other transactions contemplated hereby from any Takeover Statute applicable to this Agreement, the Merger or other transactions contemplated hereby.

Section 3.22 No Other Representations or Warranties. Except for the representations and warranties contained in this

Article III, neither the Company nor any other Person on behalf of the Company makes any other representation or warranty of any kind whatsoever, whether express or implied, at law or in equity, with respect to the Company

or with respect to any other information provided to Parent or Merger Sub, and the Company expressly disclaims any such other express or implied such other representations or warranties.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as set forth on the corresponding

sections or subsections of the disclosure letter delivered to the Company by Parent and Merger Sub concurrently with entering into this Agreement (the “Parent Disclosure Letter”), it being acknowledged and agreed that disclosure

of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent:

Section 4.1 Organization. Each of Parent and Merger Sub is a legal entity duly

organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization or incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to

carry on its business as presently conducted and is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or

operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or, to the extent such concept is applicable, in good standing, or to have such power or authority,

would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined below). Parent has made available to the Company prior to the date of this Agreement a complete and correct copy of the

memorandum and articles of association or other governing instruments of each of Parent and Merger Sub, each as amended to the date of this Agreement, and each as so delivered is in full force and effect as of the date hereof.

Section 4.2 Authority. Each of Parent and Merger Sub has all requisite corporate power and authority, and has taken all corporate

or other action necessary, to execute, deliver and perform its obligations under, this Agreement, the CVR Agreement, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution, delivery and performance of

this Agreement and the CVR Agreement by each of Parent and Merger Sub, as applicable, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary

corporate or similar action of each of Parent and Merger Sub, and no other corporate proceedings or shareholder or similar action on the part of Parent or Merger Sub or any of their Affiliates are necessary to authorize this Agreement or the CVR

Agreement, to perform their respective obligations hereunder, or to consummate the transactions contemplated hereby or thereby (other than the filing of the Plan of Merger with the Registrar of Companies pursuant to the Cayman Companies Act). This

Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and

Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. The CVR Agreement when executed by Parent, assuming the due authorization, execution and delivery hereof by

the Rights Agent, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance of this Agreement and the CVR Agreement by Parent and Merger Sub, as applicable, do not, and the

consummation of the Merger and the other transactions contemplated hereby and thereby will not (i) breach, violate or conflict with the memorandum and articles of association or other equivalent organizational or governing documents of each of

Parent and Merger Sub or the comparable governing instruments of any of their respective subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (a) below

have been obtained, and all filings described in such clauses have been made, violate any Law applicable to Parent or Merger Sub or by which either of them or any of their respective properties or assets are bound, (iii) result in any breach or

violation of or constitute a default (or an event which with notice or lapse of time or both

would become a default), require a consent or result in the loss of a material benefit under, or give rise to any right of termination, cancellation, or acceleration of, under any of the terms or

conditions of any Contract to which Parent, Merger Sub or any of their Affiliates is a party or by which Parent or Merger Sub or any of their Affiliates or its or their respective properties or assets are bound or (iv) result in the creation of

any Lien upon any of the material assets or material properties of the Parent or Merger Sub (other than Permitted Liens), or any Affiliate thereof, except, in the case of the preceding clauses (ii) through this clause (iv), for any such

conflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub, as applicable, and the

consummation of the Merger and the other transactions contemplated hereby and thereby by each of Parent and Merger Sub, as applicable, do not and will not require any consent, approval, authorization or permit of, action by, filing with or

notification to, any Governmental Entity, except for (i) compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws,

including the filing with the SEC of the Proxy Statement and the filing of one or more amendments to the Proxy Statement to respond to comments of the SEC, if any, (ii) compliance with the applicable requirements of the Nasdaq Global Market,

(iii) the filing of the Plan of Merger with the Registrar of Companies pursuant to the Cayman Companies Act, (iv) the Required Regulatory Approvals, (v) those that may be required solely by reason of Parent’s (as opposed to any

other Person’s) participation in the Merger and the other transactions contemplated by this Agreement and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would

not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.4 Absence of

Litigation. As of the date of this Agreement, there are no Actions pending or, to the knowledge of Parent, threatened in writing against Parent or Merger Sub or any of their respective assets or properties, other than any such Action that would

not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent, Merger Sub and any of their respective properties or assets is subject to any Order, except for those that would not reasonably

be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.5 Merger Sub. Parent is

the sole shareholder of Merger Sub. Since its date of incorporation, Merger Sub has not carried on any business or conducted any operations, other than the execution of this Agreement, the performance of its obligations hereunder, and in connection

with the Merger and the other transactions contemplated hereby.

Section 4.6 Brokers. No broker, finder or investment banker

is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Parent or Merger Sub for which the Company could have any

liability prior to the Closing.

Section 4.7 Financing.

(a) Parent has delivered to the Company a true, complete and correct copy of the executed commitment letter, dated on or prior to the date

hereof, between Merger Sub and the Financing Sources party thereto (including all exhibits, schedules, and annexes thereto) redacted, in the case of the term sheet attached thereto, solely with respect to the amounts and percentages of the fees and

other economic terms that are customarily redacted in connection with similar financings; provided that none of the conditions precedent to funding, termination provisions or any provisions relating to or affecting the amount of the Financing

shall be redacted (as may be amended, supplemented or modified in accordance with Section 6.11, collectively, the “Financing Commitments”), pursuant to which the Financing Sources party thereto have

committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein (the “Financing”) for the purposes of funding the transactions contemplated by this Agreement, and related fees, costs and

expenses. As of the date hereof, the Financing Commitments are in full force and effect with respect to, and are the legal, valid, binding and enforceable obligations of, Parent, Merger Sub and, to the knowledge of Parent, each of the other parties

thereto, in each case, subject to the Bankruptcy and Equity Exception. There are no fee letters associated with the Financing Commitments that are being executed on the date hereof.

(b) None of the Financing Commitments has been amended or modified prior to the date of this Agreement. As of the date of this Agreement, to

the knowledge of Parent, no such amendment or modification is contemplated save for any amendment, supplement or modification of the Financing Commitments which is or will be made in compliance with Section 6.11, and the

obligations and commitments contained in the Financing Commitments have not been withdrawn, terminated, reduced or rescinded in any respect and no such withdrawal, termination, reduction or rescission is contemplated. Parent or Merger Sub has paid

or caused to be paid any and all fees that are due and payable on or prior to the date of this Agreement pursuant to the terms and conditions of the Financing Commitments and will pay or cause to be paid when due all other fees arising thereunder as

and when they become due and payable pursuant to the terms and conditions of the Financing Commitments.

Commitments, there are no side letters or other Contracts, agreements, arrangements or understandings of any kind (written or oral) to which Parent or Merger Sub is a party that adversely impact the availability or funding of the Financing or

imposes additional conditions to, or terminates, modifies, amends or expands the conditions to, the availability or amount of funding of the Financing or the transactions contemplated hereby. There are no conditions precedent or other contingencies

related to the availability or funding of Financing other than as expressly set forth in the Financing Commitments.

(d) As of the date

hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, no event has occurred which, with or without notice, lapse of time or both, (i) would or would

reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under the Financing Commitments or (ii) would or would reasonably be expected to

(A) result in any of the conditions in the Financing Commitments not being satisfied on a timely basis or (B) prevent or delay Parent’s or Merger Sub’s ability to obtain the Financing or consummate the transactions contemplated

hereunder. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Parent and Merger Sub have no reason to believe that any of the conditions to

the Financing contemplated by the Financing Commitments will not be satisfied or the Financing will

not be available to Parent or Merger Sub on the Closing Date and no Financing Source has notified Parent or Merger Sub of its intention to terminate the Financing Commitments or not to provide

all or any portion of the Financing. The Financing, when funded in accordance with the Financing Commitments as of the Closing Date, together with other sources of funds immediately available to Parent and Merger Sub, shall provide Parent and Merger

Sub with cash proceeds on the Closing Date sufficient for the satisfaction of all of their respective obligations under this Agreement, the other Transaction Documents and the Financing Commitments, including, without limitation, to (i) pay the

aggregate Per Share Merger Consideration and the other payments under Article II and (ii) pay any and all fees and expenses required to be paid by the Parent, Merger Sub and the Surviving Company in connection with the

Merger, the other transactions contemplated by this Agreement and the Financing.

(e) Each of Parent and Merger Sub acknowledges and

agrees that, notwithstanding anything to the contrary in this Agreement, the consummation of the Financing shall not be a condition to the obligation of Parent and Merger Sub to consummate the transactions contemplated hereby.

Section 4.8 Ownership of Shares. As of the date of this Agreement, neither of Parent and Merger Sub beneficially owns (as defined

in Rule 13d-3 under the Exchange Act) any Ordinary Shares or any other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company or any option, warrants or

other rights to acquire or vote any Ordinary Shares or any other securities of the Company, or to acquire any other economic interest (through derivative securities or otherwise) in the Company.

Section 4.9 Solvency. Neither Parent nor Merger Sub is entering into the transactions contemplated by this Agreement with the

intent to hinder, delay or defraud either present or future creditors. Assuming that (a) the conditions to the obligation of Parent and Merger Sub to consummate the Merger set forth in Section 7.1 and

Section 7.2 have been satisfied or waived and (b) the representations and warranties of the Company in Article III are true and correct, then immediately following the Effective Time and after

giving effect to all of the transactions contemplated by this Agreement, including the Financing or any Alternative Financing, the payment of the aggregate consideration to which the shareholders and other equity holders of the Company are entitled

under Article II, funding of any obligations of the Surviving Company or its subsidiaries which become due or payable by the Surviving Company and its subsidiaries in connection with, or as a result of, the Merger and

payment of all related fees and expenses, Parent and its subsidiaries (including the Surviving Company and its subsidiaries), on a consolidated basis, will not be insolvent (either because its financial condition is such that the sum of its debts,

including contingent and other liabilities, is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on its existing debts, including

contingent and other liabilities, as they mature, in each case, on a consolidated basis).

Section 4.10 Proxy Statement. None

of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, on the date it (and any amendment or supplement thereto) is filed with the SEC, at the time it is first

mailed to the shareholders of the Company or at the time of the Shareholders Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, neither Parent nor

Merger Sub makes any representation or warranty with respect to any statement made in any of the foregoing documents based on information supplied by or on behalf of the Company or any of its Representatives which is contained or incorporated by

reference in the Proxy Statement.

Section 4.11 Non-Reliance on Company Estimates.

Except as expressly addressed or included in the representations or warranties made by the Company in Article III, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person makes,

and that neither Parent nor Merger Sub has relied upon, any representation or warranty with respect to forecasts, budgets, projections or estimates (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such

forecasts, budgets, projections or estimates) provided by the Company or any Representative of the Company, including in any “data rooms” or management presentations.

Section 4.12 Independent Investigation. Parent and Merger Sub have conducted their own independent investigation, review and

analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its subsidiaries, which investigation, review and analysis was performed by Parent, Merger Sub, their respective

Affiliates and Representatives. Each of Parent and Merger Sub acknowledges that it, its Affiliates and their respective Representatives have been provided sufficient access to the personnel, properties, facilities and records of the Company and its

subsidiaries for such purpose. In entering into this Agreement, each of Parent and Merger Sub acknowledges and agrees that it has relied solely on the aforementioned investigation, review and analysis and not on any statements, representations or

opinions of any of the Company, its Affiliates or their respective Representatives, except for the representations and warranties of the Company set forth in Article III.

Section 4.13 No Other Representations or Warranties. Except for the representations and warranties contained in this

Article IV and in any certificate delivered by Parent or Merger Sub in connection with this Agreement, none of Parent, Merger Sub and any other Person on behalf of Parent or Merger Sub makes any representation or warranty,

whether express or implied, at law or in equity, with respect to Parent or Merger Sub, and Parent and Merger Sub expressly disclaims any such other express or implied such other representations or warranties.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1 Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the

Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as expressly permitted or required by this Agreement, as set forth in Section 5.1 of the Company

Disclosure Letter, as required by applicable Laws, as Parent shall otherwise request or consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its subsidiaries to use its

and their commercially reasonable efforts to (x) conduct its and their respective businesses in the ordinary course of business in all material respects and (y) preserve substantially intact the business organization and material business

relationships (including with the existing key customers, suppliers and employees) of the Company and its subsidiaries’, taken as a whole, and (b) without limiting the foregoing, the Company shall not and shall cause each of its

subsidiaries not to:

(i) (A) amend, adopt any amendment to or otherwise change its

Memorandum and Articles of Association or equivalent organization documents or (B) enter into any agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganizational

document;

(ii) make any acquisition of (whether by merger, consolidation or acquisition of stock or substantially all of

the assets), or make any investment in any interest in, any business or any corporation, partnership or other business organization or division thereof, in each case, except for (w) purchases of inventory and other assets in the ordinary course

of business, (x) acquisitions or investments pursuant to existing Contracts in effect as of the date hereof, (y) acquisitions or investments in a single transaction or series of related transactions, or (z) investments in any wholly

owned subsidiaries of the Company;

(iii) issue, sell, grant, authorize, pledge, encumber or dispose of any Company

Securities, except for (A) any issuance, sale or disposition to the Company or a wholly owned subsidiary of the Company by any subsidiary of the Company or (B) any issuance, sale, grant, authorization, pledge, encumbrance or disposition

pursuant to the terms and conditions of Company Equity Awards outstanding as of the date hereof in accordance with their terms as of the date hereof;

(iv) reclassify, combine, split, reverse split, consolidate, recapitalize, subdivide, redeem, purchase or otherwise acquire any

Company Securities other than (A) the acquisition by the Company of Ordinary Shares in connection with the surrender of Ordinary Shares by holders of Company Equity Awards in full or partial payment of any purchase price and any applicable

Taxes payable by such holder upon the exercise, settlement or lapse of conditions or restrictions on the Company Equity Awards in accordance with their terms on the date hereof, (B) the withholding of Ordinary Shares to satisfy Tax obligations

with respect to Company Equity Awards in accordance with their terms on the date hereof, (C) the acquisition by the Company of Ordinary Shares in connection with the forfeiture of Company Equity Awards in accordance with their terms on the date

hereof, or (D) purchase, transfer or other disposal between or among the Company and its wholly owned subsidiaries;

(v) make any loans, advances, capital contributions to, or other investments in, any Person (other than the Company or any of

its wholly owned subsidiaries);

(vi) sell, transfer or otherwise dispose of (whether by merger, consolidation or

disposition of stock or assets or otherwise), or subject to any Lien (other than Permitted Liens), allow to expire, fail to maintain or protect in full force and effect (including any failure to protect the confidentiality of), any assets, rights or

properties (excluding Intellectual Property) of the Company and its subsidiaries other than (A) sales or dispositions of inventory in the ordinary course of business, (B) pursuant to existing Contracts in effect as of the date hereof,

(C) between or among the Company and its wholly owned subsidiaries, (D) with respect to tangible assets, with a value of less than $100,000 in a single transaction or series of related transactions or (E) sales or dispositions of

obsolete equipment;

(vii) (A) sell, transfer, license, assign, abandon, subject to any Lien

(other than Permitted Liens), permit to lapse or expire, fail to maintain or protect or otherwise dispose of any Company Intellectual Property, other than (x) expiration of any Patent at the end of its maximum statutory term, (y) non-exclusive licenses granted in the ordinary course of business consistent with past practice or (z) with respect to any Intellectual Property related to the CVR Product (as defined in the CVR

Agreement), (B) disclose any trade secret or material confidential information to any third Person other than in the ordinary course of business consistent with past practice, and subject to reasonable confidentiality obligations, (C) purchase,

acquire, procure, exclusively license, or otherwise obtain any rights or interest in or to any Intellectual Property from any third Person (other than Off-the-Shelf

Software Licenses or customary non-exclusive licenses granted in the ordinary course of business and reasonably required in the ordinary course of business) or (D) make any material change to the

Company’s privacy or security practices (including any policies with respect thereto) unless required by applicable Law;

(viii) declare, set aside, establish a record date for, authorize, make or pay any dividend or other distribution, payable in

cash, stock, property or otherwise, with respect to any of the Company’s or its subsidiaries’ capital stock (except for any dividend or distribution by a subsidiary of the Company to the Company or any wholly owned subsidiary of the

Company);

(ix) authorize or make any capital expenditures which are, in the aggregate, in excess of $50,000, other than

capital expenditures necessary to maintain assets in good repair and not exceeding $50,000 individually or in the aggregate;

(x) enter into any Contract that would have been a Material Contract of the type set forth in

clause (i), (ii), (v), (vi), (xi) or (xvii) of Section 3.8(a) if it had been in effect as of the date hereof, or adversely and materially modify or amend, or

initiate any termination of any Material Contract;

(xi) except for intercompany loans between the Company and any of its

wholly owned subsidiaries or between any wholly owned subsidiaries of the Company, (A) incur, prepay, issue, syndicate, refinance, or otherwise become liable for, indebtedness for borrowed money, or (B) assume, guarantee or endorse the

obligations of any Person (other than a wholly owned subsidiary of the Company);

(xii) except as required by the terms of

any Company Plan as in effect on the date hereof, (A) increase the compensation or benefits of, or grant any new compensation (including, without limitation, incentive compensation) or benefits to, any current or former Company Service

Providers, (B) establish, adopt, enter into, amend, modify or terminate any Company Plan (or any other plan, policy, program, contract, agreement or arrangement that would be a Company Plan if in effect as of the date hereof),

except in connection with Section 5.1(b)(xii)(D), (C) loan or advance any money or any other property to any current or former Company Service Providers,

(D) hire any employee or other individual service provider (other than the ordinary course hiring of individuals to replace employees at the level of Senior Director or below who have voluntarily separated from the Company or any of its

subsidiaries, with compensation and benefits not to exceed those of the employee being replaced), or (E) accelerate the vesting, exercisability, funding or payment of any compensation, or benefits under, any Company Plan;

(xiii) (A) negotiate, modify, extend, amend, terminate or enter into any CBA or (B) recognize or certify any labor union,

labor organization, works council, or group of employees as the bargaining representative for any employees of the Company or any of its subsidiaries;

(xiv) implement or announce any reduction in force, employee layoff, location closure or similar actions that could trigger

obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related Law;

(xv) affirmatively waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation

of any employee at the level of Vice President or above or independent contractor of the Company or any of its subsidiaries;

(xvi) make any material change in any accounting principles, except as may be required to conform to changes in applicable Law

or GAAP or regulatory requirements with respect thereto;

(xvii) (A) make any change to any method of accounting for

any material Tax, (B) make, revoke, or change any material Tax election, (C) surrender any claim for a refund of a material amount of Taxes, (D) enter into any closing agreement or other ruling or written agreement with a Tax

authority with respect to any material Taxes, (E) amend any material Tax Return, or (F) settle or compromise any material Tax liability;

(xviii) waive, release, settle or compromise any Action (A) entailing obligations that would impose any material

restrictions on the business operations of the Company or its subsidiaries following the Closing or (B) for an amount required to be paid by the Company and its subsidiaries in excess of $50,000 individually or in the aggregate;

(xix) enter any new line of business outside of its existing business as of the date hereof that is material to the Company and

its subsidiaries, taken as a whole;

(xx) cancel, materially reduce coverage under, or fail to renew any material insurance

policies maintained by the Company or its subsidiaries as of the date hereof, or fail to use commercially reasonable efforts to replace such policies with comparable coverage upon their expiration;

(xxi) take any action or fail to take any action that would have a material adverse effect on the Yupelri Rights, taken as a

whole; or

(xxii) agree, authorize or commit to do or take any of the foregoing actions described in

Section 5.1(b)(i) through Section 5.1(b)(xxi).

Section 5.2 Conduct of Business of the Parties Pending the Merger.

(a) Each of the Parties agrees that, from the date of this Agreement until the earlier of the Effective Time and the valid termination of this

Agreement in accordance with Article VIII, it shall not take any action or fail to take any action (including any action with respect to a third party) that would, or would reasonably be expected to, individually or in the

aggregate, result in any of the conditions to effecting the Merger becoming incapable of being satisfied or have a material adverse effect on the ability of that Party to perform its obligations under this Agreement.

(b) Each of the Parties agrees to not engage in an acquisition of assets, merge with another entity, obtain a controlling interest in an

entity that is not a wholly owned subsidiary of that Party, or engage in any other activity outside the ordinary course of business that could reasonably be expected to increase the risk, in any material respects, of not obtaining or of materially

delaying the obtaining of Required Regulatory Approvals.

Section 5.3 No Control of Other Party’s

Business. Without in any way limiting any Party’s rights or obligations under this Agreement (including Section 5.1 and Section 5.2), nothing contained in this Agreement shall give Parent

or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the

right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement,

complete control and supervision over its and its subsidiaries’ respective operations.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Proxy Statement.

(a) The Company will, as soon as reasonably practicable following the date of this Agreement, with the good faith cooperation of Parent and

Merger Sub, prepare and furnish to the SEC the Proxy Statement. Each of the Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included

in proxy statements prepared in connection with transactions of the type contemplated by this Agreement, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at

the date it or any amendment or supplement thereto is filed with the SEC or first mailed to the Company’s shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent shall furnish all information concerning itself and its Affiliates and provide such other assistance

and cooperation as may be reasonably requested by the Company in connection with the preparation, furnishing and distribution of the definitive Proxy Statement.

(b) If, at any time prior to the Shareholders Meeting, any information relating to the

Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain

any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information

shall promptly notify the other parties and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information, and the Company and Parent shall cooperate in the prompt furnishing to

the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, in disseminating the information contained in such amendment or supplement to shareholders of the Company. The Company shall

promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement. Each of the Company and Parent shall use its respective reasonable best

efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s

shareholders as promptly as practicable after the date on which the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Notwithstanding the foregoing, except as otherwise expressly

provided in Section 6.3 or as contemplated by Section 6.8, prior to mailing the definitive Proxy Statement or any other proxy or consent solicitation statement with respect to any meeting of the shareholders of the Company in

connection with the Merger, the Company shall cooperate and provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response in advance and consider in good faith any comments provided by Parent or any

of its Representatives with respect thereto. Nothing in this Section 6.1(b) shall limit the obligations of any Party under Section 6.1(a). For purposes of this Section 6.1, any information concerning or related to

the Company, its Affiliates or the Shareholders Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. Unless the Board of

Directors has made a Change of Recommendation in accordance with Section 6.3 or as contemplated by Section 6.8, the Proxy Statement will include the Recommendation.

Section 6.2 Shareholders Meeting; Board Recommendation.

(a) Subject to Section 6.3(c), the Company shall, as promptly as reasonably practicable following the date on which

the SEC confirms that it has no further comments on the Proxy Statement, take all actions required under the Cayman Companies Act, the Memorandum and Articles of Association and the applicable requirements of the Nasdaq Global Market necessary to

duly call, give notice of, convene and hold an extraordinary general meeting of the Company for the purpose of approving this Agreement, the Merger and the transactions contemplated hereby (including any adjournment thereof, the

“Shareholders Meeting”); provided that the Company may postpone or adjourn such meeting (i) to the extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the

Company reasonably believes necessary in order to obtain the Company Requisite Vote, or (iii) if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Ordinary

Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting. Subject to Section 6.3(c) and Section 6.3(d), the Company

shall use its reasonable best efforts to obtain the Company Requisite Vote.

(b) Except as set forth in Section 6.3(c) and

Section 6.3(d), the Board of Directors shall not (i) fail to include the Recommendation in the definitive Proxy Statement when mailed to the shareholders of the Company, (ii) withdraw, modify, qualify or change,

in each case in a manner adverse to Parent or Merger Sub, the Recommendation, (iii) publicly recommend to the shareholders of the Company an Acquisition Proposal or enter into any Alternative Acquisition Agreement, (iv) fail to recommend,

in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated

under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and

agreed that any communication made in accordance with Section 6.3(e) with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer) or

(v) resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (i) through (v), a “Change of Recommendation”).

(c) Unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders Meeting, in the event the Board of

Directors (upon the recommendation of the Strategic Review Committee) makes a Change of Recommendation or provides any notice of its intent to make a Change of Recommendation pursuant to Section 6.3(c) or

Section 6.3(d), the Company shall nevertheless continue to submit this Agreement to the holders of Ordinary Shares for approval at the Shareholders Meeting.

Section 6.3 No Solicitation.

(a) Until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with

Article VIII, except as set forth in Section 6.3(b) and Section 6.19:

(i) the Company and its subsidiaries shall not, and shall use their reasonable best efforts to direct their respective

Representatives not to, directly or indirectly:

(A) solicit, initiate or take any other action knowingly to facilitate or

encourage any Acquisition Proposal;

(B) engage in, continue or otherwise participate in any discussions or negotiations

regarding an Acquisition Proposal, or provide any non-public information or data concerning the Company or any of its subsidiaries to any Person (other than Parent, Merger Sub or any designees of Parent or

Merger Sub) in furtherance of such Acquisition Proposal; or

agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for or relating to any Acquisition Proposal (the “Alternative

Acquisition Agreement”); and

(ii) the Company and its subsidiaries shall, and shall use their reasonable best

efforts to direct their respective Representatives to, (A) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal; and

(B) use their reasonable best efforts to request each Person that has heretofore executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal to return (or if permitted by the applicable

confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement.

(b) Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the Company Requisite Vote, the Company,

its subsidiaries and its and their respective Representatives may, following the receipt of an unsolicited bona fide Acquisition Proposal after the date of this Agreement that did not result from a material breach of

Section 6.2(b) or Section 6.3:

(i) contact the Person who has made

such Acquisition Proposal to clarify the terms and conditions thereof if the Board of Directors or the Strategic Review Committee shall have determined in good faith that such contact is necessary to clarify ambiguities in the terms or conditions

proposed in order to determine whether such Acquisition Proposal constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal;

(ii) provide information (including any non-public information or data concerning the

Company or any of its subsidiaries) in response to the request of the Person or group of Persons who has made such Acquisition Proposal, if and only if, prior to providing such information, the Company has received from the Person or group of

Persons so requesting such information an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly (and within forty-eight (48) hours) make available to Parent any

non-public information concerning the Company or any of its subsidiaries that is provided to any Person or group of Persons making such Acquisition Proposal that is given such access and that was not

previously made available to Parent or its Representatives; or

(iii) engage or participate in any discussions or

negotiations with the Person or group of Persons who has made such Acquisition Proposal;

provided that prior to taking any action described in

Section 6.3(b)(ii) or Section 6.3(b)(iii), the Board of Directors (upon the recommendation of the Strategic Review Committee) shall have determined in its good faith judgment, after consultation

with its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and that the failure to take such action would be

inconsistent with the directors’ fiduciary duties under applicable Laws.

to obtaining the Company Requisite Vote, if the Company shall have received an Acquisition Proposal that did not result from a material breach of Section 6.2(b) or Section 6.3 and the Board of

Directors determines in its good faith judgment upon the recommendation of the Strategic Review Committee, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and

the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable Laws, (x) the Board of Directors (upon the recommendation of the Strategic Review Committee) may effect a Change of Recommendation and/or

(y) the Company may terminate this Agreement in accordance with Section 8.1(d)(iii) to enter into an Alternative Acquisition Agreement providing for such Superior Proposal immediately prior to, concurrently with or

immediately following such termination, but only if:

(i) the Company shall have complied in all material respects with the

requirements of Section 6.2(b), Section 6.3(a) and Section 6.3(b) with respect to such Acquisition Proposal;

(ii) (A) the Company shall have provided prior written notice (the “Notice of Superior Proposal”) to

Parent that the Company has received a Superior Proposal, specifying the identity of the party making such Superior Proposal and the material terms thereof and copies of all relevant documents (other than redacted terms of financing documents)

relating to such Acquisition Proposal received, indicating that the Company intends to effect a Change of Recommendation or take any other action described in this Section 6.3(c) (it being understood that the Notice of

Superior Proposal or any amendment or update thereto or the determination to so deliver such notice shall not, in and of itself, constitute a Change of Recommendation), and (B) during the period beginning from the delivery by the Company to

Parent of such Notice of Superior Proposal and ending at 5:00 p.m. Pacific Time on the third (3rd) Business Day following such delivery (the “Superior Proposal Notice

Period”), the Company negotiate with Parent and its Representatives in good faith (if so requested by Parent) any proposed modifications to the terms and conditions of this Agreement; provided that, in the event of any material

revisions to the Acquisition Proposal following the delivery of the Notice of Superior Proposal, the Company shall deliver a new written notice to Parent and comply again with the requirements of this Section 6.3(c)(ii)

with respect to such new written notice; provided, further, that with respect to each such new written notice to Parent, the Superior Proposal Notice Period shall be deemed to be a two (2) Business Day period rather than the three

(3) Business Day period first described above; and

(iii) following the end of the Superior Proposal Notice Period,

the Board of Directors (upon the recommendation of the Strategic Review Committee), shall have determined in its good faith judgment (after consultation with its independent financial advisor and outside legal counsel), after considering the terms

of any proposed amendment or modification to this Agreement, that the Acquisition Proposal continues to constitute a Superior Proposal and the failure to effect a Change of Recommendation with respect to such Acquisition Proposal or terminate this

Agreement would still reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors under applicable Laws.

(d) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior

to obtaining the Company Requisite Vote, if an Intervening Event has occurred and the Board of Directors determines, in its good faith judgment upon the recommendation of the Strategic Review Committee, after consultation with its financial advisor

and outside legal counsel, that failure to make a Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, the Board of Directors (upon the recommendation of the

Strategic Review Committee) may effect a Change of Recommendation; provided that prior to effecting a Change of Recommendation in connection with an Intervening Event in accordance with this Section 6.3(d),

(i) the Company shall have provided a prior written notice (the “Notice of Intervening Event”) to Parent that the Board of Directors intends to effect a Change of Recommendation pursuant to this

Section 6.3(d), describing in reasonable detail the facts of such Intervening Event, and (ii) if requested to do so by Parent, during the period beginning from the delivery by the Company to Parent of such Notice

of Intervening Event and ending at 5:00 p.m. Pacific Time on the third (3rd) Business Day following such delivery (the “Intervening Event Notice Period”), the Company shall

negotiate with Parent and its Representatives in good faith (if so requested by Parent) any proposed modifications to the terms and conditions of this Agreement such that the failure to effect a Change of Recommendation would no longer reasonably be

expected to be inconsistent with the fiduciary duties of the Board of Directors under applicable Law, and (iii) following the end of the Intervening Event Notice Period, the Board of Directors (upon the recommendation of the Strategic Review

Committee) determines, in its good faith judgment after consultation with its financial advisor and outside legal counsel, that failure to make a Change of Recommendation would still reasonably be expected to be inconsistent with the

directors’ fiduciary duties under applicable Law.

(e) Nothing contained in this Section 6.3 shall be

deemed to prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or

Item 1012 of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer), making a

customary “stop-look-and-listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f)

under the Exchange Act (or any similar communications to the shareholders of the Company) or from making any disclosure the Board of Directors has determined in good faith to be reasonably required by applicable Law; provided that the

foregoing shall not be deemed to affect whether any such disclosure as permitted under clause (a), in and of itself, would otherwise be deemed to be a “Change of Recommendation.”

(f) The Company agrees that it will as promptly as practicable (and, in any event, within forty-eight (48) hours) notify Parent if it or,

to its knowledge, any of its Representatives becomes aware that any bona fide Acquisition Proposal is received by the Company, its Representatives or its Board of Directors (or any committee thereof) indicating, in connection with such

notice, the identity of the Person or group of Persons making such Acquisition Proposal and the material terms and conditions of such Acquisition Proposal and thereafter shall keep Parent reasonably informed, on a reasonably current basis, of any

material change to the terms of any such Acquisition Proposal and the status of any such discussions or negotiations.

(g) For purposes of this Agreement, the following terms shall have the meanings assigned

below:

(i) “Acquisition Proposal” means any proposal or offer from any Person (other than Parent and

Merger Sub) relating to (1) any direct or indirect acquisition, license or purchase of a business that constitutes 20% or more of the total revenues or total assets of the Company and its subsidiaries, taken as a whole, (2) any direct or

indirect acquisition, purchase or issuance of 20% or more of the total voting power of the equity interests of the Company, (3) any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of

the total voting power of the equity interest of the Company, or (4) any merger, amalgamation, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the

Company (or any subsidiary of the Company whose business constitutes 20% or more of the total revenues or total assets of the Company and its subsidiaries, taken as a whole), in each case of this clause (4), in which the shareholders of the

Company immediately prior to such transaction will not own, directly or indirectly, at least 80% of the surviving company in the same proportions as immediately prior to such transaction; provided that the Merger shall not be deemed an

Acquisition Proposal.

(ii) “Intervening Event” means a material change, event, occurrence or

development that occurs or arises after the date of this Agreement affecting or with respect to the Company and its subsidiaries or their business, assets or operations that was not known or reasonably foreseeable to either the Board of Directors or

the Strategic Review Committee on the date of this Agreement, which change, event, occurrence or development becomes known to the Board of Directors or the Strategic Review Committee before receipt of the Company Requisite Vote; provided that

in no event shall the receipt, existence of or terms of an Acquisition Proposal or a Superior Proposal or the consequences thereof constitute an Intervening Event.

(iii) “Superior Proposal” means any unsolicited, bona fide and written Acquisition Proposal made

after the date of this Agreement that did not result from a material breach of this Section 6.3 (provided that, for purposes of the definition of “Superior Proposal,” each reference to “20%”

in the definition of “Acquisition Proposal” shall be replaced with “50%”) that the Board of Directors, upon the recommendation of the Strategic Review Committee, determines in good faith would be reasonably likely to

result in a transaction that is more favorable to the shareholders of the Company (other than holders of the Canceled Shares) than the transactions contemplated hereby, in each case, after (x) consultation with its financial advisor and outside

legal counsel and (y) taking into account all such factors and matters deemed relevant in good faith by the Board of Directors, including legal, financial, regulatory or other aspects of such Acquisition Proposal and the transactions

contemplated hereby and after taking into account any changes to the terms of this Agreement offered in writing by Parent in response to such Superior Proposal pursuant to, and in accordance with, Section 6.3(c).

Section 6.4 Further Action; Efforts.

(a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all

actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause the conditions set forth in Article VII to be satisfied and to consummate and make effective the Merger and

the other transactions contemplated hereby as soon as practicable following the date hereof, including preparing and filing within ten (10) Business Days after the date hereof as to the HSR Act and as promptly as practicable after the date

hereof for other Required Regulatory Approvals, all documentation to effect all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits and Orders

necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger and the other transactions contemplated hereby. Parent agrees to use reasonable best efforts to take, and to cause to be taken,

any and all actions that are necessary, proper or advisable or as may be required by any Governmental Entity to consummate the transactions contemplated hereby as promptly as practicable, provided that, neither Parent, nor any of its

Affiliates shall have any obligation to (v) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company or any of its subsidiaries after the

Closing or any entity, facility or asset of Parent or any of its Affiliates, (w) terminate, amend or assign existing relationships and contractual rights and obligations, (x) amend, assign or terminate existing licenses or other agreements

and enter into such new licenses or other agreements, (y) litigate (or defend) against any Action or investigation (including any Action or investigation seeking a temporary restraining order or preliminary injunction) challenge the

transactions contemplated hereby as violative of any Law or (z) take actions that after the Closing Date would limit Parent’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of

the businesses, product lines or assets of Parent or its Affiliates, including, after the Closing Date, of the Company, any Company Subsidiary or their respective Affiliates requested by a Governmental Entity as a condition to terminate an

applicable waiting period or otherwise permit the transactions contemplated hereby to close without challenge. The Company hereby agrees not to take any of the foregoing actions without the written consent of Parent (such consent not to be

unreasonably withheld, conditioned or delayed). No Party shall be required to agree to any action pursuant to this Section 6.4(a) unless such action is conditioned upon consummation of the transactions contemplated hereby.

(b) Parent shall have the right to control the overall strategy with respect to the transactions contemplated by this Agreement under the

Antitrust Laws; provided, however, that each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall use its reasonable best efforts to (i) cooperate with each other in connection with any filing or

submission with any Governmental Entity and in connection with any investigation or other inquiry by any Governmental Entity, including any proceeding before any Governmental Entity that is initiated by a private party; (ii) subject to

applicable Law, furnish to the other Party as promptly as reasonably practicable all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable for any

application or other filing to be made by the other Party to any Governmental Entity pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any material and

substantive communication received by such Party from, or given by such Party to, any Governmental Entity regarding any of the

transactions contemplated hereby; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional

information or documentation that may be requested by any Governmental Entity in connection with the transactions contemplated hereby; and (v) permit the other Party or its outside legal counsel to review, and to the extent practicable consult

with the other Party or its outside legal counsel in advance and consider in good faith the other Party’s reasonable comments in connection with, any material communication with any Governmental Entity in connection with the transactions

contemplated hereby; provided that each Party shall be entitled to redact materials (1) as necessary to comply with contractual obligations, (2) as necessary to address reasonable legal privilege or confidentiality concerns or

(3) to the extent relating to Company valuation and similar matters relating to the Merger.

participate in any substantive meeting with any Governmental Entity in respect of any filing, investigation or other inquiry relating to the transactions contemplated hereby without giving the other Parties prior notice of such meeting and, to the

extent permitted by such Governmental Entity, giving the other Parties the opportunity to attend or participate in such meeting.

Section 6.5 Notification of Certain Matters.

(a) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any

material written notice or other written communication received by such Party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (ii) any written notice or other written

communication received by such Party from any Person alleging that the consent of such Person is or may be required in connection with the Merger or any of the other transactions contemplated hereby, if the subject matter of such communication or

the failure of such Party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Company or Parent and (iii) any Action commenced or, to such Party’s knowledge, threatened in writing against,

relating to or involving or otherwise affecting such Party or any of its subsidiaries or Affiliates which relate to the Merger or any of the other transactions contemplated hereby; provided that the delivery of any notice pursuant to this

Section 6.5 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the Party receiving such

notice. The Parties agree and acknowledge that the failure to give prompt notice pursuant to this Section 6.5(a) in and of itself shall not constitute a failure of a condition set forth in

Article VII.

(b) Without limiting the generality of the foregoing, the Company shall provide to Parent the

information set forth in, and pursuant to, Section 6.5(b) of the Company Disclosure Letter.

Section 6.6 Access to Information; Confidentiality.

(a) From the date hereof until the earlier of the Effective Time and the valid termination of this Agreement in accordance with

Article VIII, upon reasonable prior written notice from Parent, the Company shall, and shall, at Parent’s sole cost and expense, use its reasonable best efforts to cause its subsidiaries, officers, directors and

employees to, (i) afford Parent and its Representatives reasonable access, consistent with applicable Law, at normal business hours to the Company’s and its subsidiaries’ respective senior officers and key employees, properties,

offices, books and records, and (ii) furnish to Parent reasonably promptly such existing financial, operating and other data and information concerning the Company’s and its subsidiaries’ businesses and properties as Parent or its

Representatives may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or

its subsidiaries or the prompt and timely discharge by such officers or employees of their normal duties. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure

would (x) jeopardize any attorney-client privilege, work-product doctrine or other applicable legal privilege of the Company or any of its subsidiaries or contravene any applicable Law or requirements of any Governmental Entity or any binding

agreement entered into prior to the date of this Agreement (provided that, at Parent’s written request, the Company shall, and shall cause its subsidiaries to, use reasonable best efforts to cooperate with Parent in seeking and

obtaining any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such violation, contravention, prejudice, or loss of privilege), (y) relate to an Acquisition Proposal, a Change

of Recommendation, a Superior Proposal or an Intervening Event (except to the extent required pursuant to Section 6.3) or (z) result in the disclosure of any trade secret to a third party. All requests for information

made pursuant to this Section 6.6(a) shall be directed to an officer of the Company or such other Person designated by the Company to Parent.

(b) With respect to the information disclosed pursuant to Section 6.6(a), each of Parent and Merger Sub shall comply

with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality agreement, dated March 4, 2026, between the Company and Parent (as amended, restated, supplemented or otherwise

modified from time to time, the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms; it being understood that Parent and Merger Sub may disclose any such information to the

Financing Sources; provided that such Financing Sources are subject to the confidentiality arrangements and requirements of “Representatives” under the Confidentiality Agreement. Parent shall be responsible for any unauthorized

disclosure of any such information provided or made available pursuant to Section 6.6(a) by its Representatives.

Section 6.7 Stock Exchange Delisting. Prior to the Effective Time, the Company shall reasonably cooperate with Parent and use its

reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the Nasdaq Global Market to enable the

delisting by the Surviving Company of the Ordinary Shares from the Nasdaq Global Market and the deregistration of the Ordinary Shares under the Exchange Act as promptly as practicable after the Effective Time.

Section 6.8 Publicity. Except as may be required by applicable Law, the press release announcing the execution of this Agreement

shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Thereafter, at any time prior to the earlier of the Effective Time and the valid termination of this Agreement pursuant to

Article VIII, except as may be required by applicable Law, the Company and Parent shall consult with each other before the Company or Parent issues any press release, has any communication with the press, making any

other public statement with respect to this Agreement or the transactions (including the Merger) contemplated by this Agreement, and shall provide each other a reasonable opportunity to review

and comment on (and reasonably consider such proposed comments), such press releases, communication or public statement. Notwithstanding the foregoing, the restrictions set forth in this Section 6.8 shall not apply to any

release or announcement made or proposed to be made by the Company, Parent or Merger Sub in connection with a Change of Recommendation made in compliance with this Agreement. Notwithstanding the foregoing in this

Section 6.8 and subject to the compliance with applicable Confidentiality Agreements, Parent, Merger Sub and their respective Affiliates may provide communications regarding this Agreement and the transactions contemplated

hereby (to the extent consistent with prior public disclosures by the Parties made in accordance with this Section 6.8) to existing or prospective general and limited partners, equity holders, members, managers, investors

of any Affiliates of such Person, any Financing Sources or any of their Affiliates or professional advisers, in each case, who are subject to customary confidentiality restrictions.

Section 6.9 Employee Matters.

(a) For a period of twelve (12) months following the Effective Time (the “Post-Closing Benefits Continuation Period”),

Parent shall provide, or shall cause the Surviving Company or its subsidiaries to provide, to each employee of the Company or its subsidiaries who continues to be employed by the Surviving Company or any subsidiary thereof immediately following the

Closing Date (the “Continuing Employees”), (i) base salary or wages that are not less than the base salary or wages provided to such Continuing Employee immediately prior to the Effective Time, (ii) commission and

short-term incentive compensation target opportunities that, in each case, are no less than the commission, short- and long-term incentive compensation target opportunities provided to such Continuing Employee immediately prior to the Effective Time

and (iii) employee welfare and other benefits (excluding defined benefit pension benefits, equity or equity based awards, deferred compensation benefits and retiree medical and other post-termination medical and welfare benefits) that are

substantially comparable in the aggregate to the employee welfare and other benefits (excluding defined benefit pension benefits, equity or equity-based awards, deferred compensation benefits and retiree medical and other post-termination medical

and welfare benefits) that were provided to such Continuing Employees under the Company Plans in effect immediately prior to the Effective Time. During the Post-Closing Benefits Continuation Period, Parent shall, or shall cause the Surviving Company

or its subsidiaries to provide each Continuing Employee with severance benefits that are no less favorable than the severance benefits of the Company or any of its subsidiaries set forth on Section 6.9(a) of the Company

Disclosure Letter.

(b) With respect to any benefit plan or arrangement (excluding any defined benefit pension or retiree or

post-termination health or welfare benefit plan or arrangement) maintained by Parent, or its Affiliates (including the Surviving Company) in which any Continuing Employee is eligible to participate during the calendar year in which the Closing Date

occurs (each, a “Parent Plan”), for purposes of determining eligibility to participate, level of benefits, benefit accruals and vesting, each Continuing Employee’s service with the Company or any of its subsidiaries (as well

as service with any predecessor employer) prior to the Closing Date shall be treated as service with Parent and its Affiliates (including the Surviving Company) as of the Closing Date to the same extent and for the same purpose that such service was

credited for such Continuing Employee under the corresponding Company Plan in effect immediately prior to the Closing; provided that the foregoing shall not apply to the extent that it would result in any duplication of benefits,

compensation, or coverage for the same period of service.

cause its Affiliates (including the Surviving Company) to (i) waive, or cause to be waived, all preexisting conditions, limitations, exclusions, actively-at-work

requirements and waiting periods with respect to participation by and coverage of each Continuing Employee (and his or her eligible dependents) to the extent such conditions, limitations, exclusions, requirements and waiting periods were already

satisfied or did not apply under the corresponding Company Plan that is a group health plan; and (ii) recognize, or cause to be recognized, all co-payments, deductibles, and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) under a Company Plan that is a group health plan during the portion of the

applicable plan year prior to the Closing Date for purposes of satisfying the applicable plan year’s deductible and co-payment limitations under the Parent Plan that is a group health plan in which each

Continuing Employee (and his or her eligible dependents) participate during such applicable plan year.

(d) Immediately prior to the

Closing Date, the Company shall have the right to pay, at the higher of (x) target levels and (y) levels based on actual performance as of as soon as practicable prior to the Effective Time calculated by the Board of Directors or a

committee thereof, annual bonuses for the calendar year of the Closing (without pro-ration), provided that the foregoing payment right shall not apply to the extent that such payment would or could

result in a duplication of a pro rata bonus amount provided to such recipient under the terms of an applicable Company Plan.

(e)

With respect to any accrued but unused vacation and paid time off to which any Continuing Employee is entitled pursuant to the vacation and paid time off policies applicable to such Continuing Employee immediately prior to the Effective Time, Parent

shall, or shall cause its subsidiaries, including the Surviving Company to, assume the liability for such accrued vacation and paid time off and allow such Continuing Employee to use such accrued vacation and paid time off in accordance with the

practice and policies of the Company.

(f) Nothing in this Agreement shall confer upon any Continuing Employee or any other Person any

right to employment (or any term or condition of employment) or to continue in the employ or service of Parent, the Surviving Company or any subsidiary or Affiliate of Parent or the Surviving Company, or shall interfere with or restrict in any way

the rights of Parent, the Surviving Company or any subsidiary or Affiliate of Parent or the Surviving Company, which rights are hereby expressly reserved, to discharge or terminate the services of any Person or any Continuing Employee at any time

and for any reason whatsoever, with or without cause, subject to the terms of any applicable Company Plan or Law. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.9 shall

(i) be deemed or construed to be an amendment, termination or other modification of any Company Plan or any other benefit or compensation plan, program, policy, agreement or arrangement, (ii) prevent Parent, the Surviving Company or any

subsidiary or Affiliate of Parent or the Surviving Company from amending or terminating any Company Plans or any benefit or compensation plan, program, policy, agreement or arrangement at any time assumed, established, sponsored or maintained by any

of them, or (iii) create any third-party beneficiary or other rights or remedies in any Person, other than the Parties, including any current or former service provider of the Company or its Affiliates (or any beneficiaries or dependents

thereof).

Section 6.10 Directors’ and Officers’

Indemnification and Insurance.

(a) From and after the Effective Time, Parent shall cause the Surviving Company to indemnify,

exculpate and hold harmless each present and former director, officer, member, manager, employee and fiduciary of the Company or any of its subsidiaries (the “Indemnified Parties”), against any costs or expenses (including

reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any actual or threatened Actions or other matters, whether civil, criminal, administrative or

investigative and whether formal or informal based on, or relating to, in whole or in part, the fact that such Person is or was a director, officer, member, manager, employee or fiduciary of the Company or any of its subsidiaries or was serving at

the request of or with the knowledge and consent of the Company or any of its subsidiaries as a director, officer or fiduciary of any other Person with respect to any actual or alleged acts, omissions or other matters actually or allegedly occurring

at or prior to Effective Time (including with respect to the approval of this Agreement or the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by applicable

Law. Parent shall, or shall cause the Surviving Company to advance expenses (including reasonable legal fees and expenses) on a current basis as incurred in the defense of any such Action or other matter (but no later than thirty (30) days

after the submission of invoices) to the fullest extent permitted by applicable Law. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and shall cause the Surviving Company not to, settle or compromise or consent to the

entry of any judgment or otherwise seek termination with respect to any Action or other matter in which an Indemnified Party sought or could have sought indemnification unless such settlement, compromise, consent or termination includes an

unconditional release of such Indemnified Party from all liability arising out of such Action or other matter.

(b) From and after

the Effective Time, Parent shall cause the Surviving Company to honor and perform all indemnification, exculpation and advancement obligations to the Indemnified Parties set forth in the Company’s Memorandum and Articles of Association and in

any indemnification agreements between the Company or any of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, in each case, in effect as of the Effective Time. From and after the Effective Time, the provisions in the

Surviving Company’s memorandum and articles of association or other organizational documents with respect to indemnification, exculpation and advancement of expenses to former or present directors, officers, members, managers, employees and

fiduciaries shall be no less favorable to such Persons than such provisions contained in the Company’s Memorandum and Articles of Association in effect as of the Effective Time, which provisions shall not be amended, repealed or otherwise

modified after the Effective Time in any manner that could adversely affect the rights thereunder of any Indemnified Party except to the extent required by applicable Law.

shall cause the Surviving Company to maintain, at no expense to the insureds thereunder, the Company’s directors’ and officers’ liability, fiduciary liability and employment practices liability insurance policy(ies) in effect as of

the Effective Time (“Current Insurance”) (provided that Parent or the Surviving Company may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous to the

insureds thereunder from insurance carrier(s) with the same or better A.M. Best financial strength rating as the insurance carrier(s) of the Current Insurance) with respect to claims and other matters arising out of acts, omissions and other matters

existing or occurring at or before the Effective Time; provided, however, that Parent and the Surviving Company shall not be required to expend for such insurance an aggregate premium in excess of three hundred percent (300%) of the

aggregate annual premium for the Current Insurance (“Maximum Amount”); provided that if such insurance is not available for the Maximum Amount, then Parent or the Surviving Company shall obtain directors’ and

officers’ liability, fiduciary liability and employment practices liability insurance with the most favorable coverage available for a cost not exceeding the Maximum Amount. In lieu of the foregoing, at or prior to the Closing, the Company

may, in its sole discretion, purchase directors’ and officers’ liability, fiduciary liability and employment practices liability “tail” insurance covering the Indemnified Parties and the other natural persons insured by the

Current Insurance providing at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insureds thereunder than the Current Insurance with respect to claims and other matters arising out of acts,

omissions and other matters existing or occurring at or before the Effective Time from insurance carrier(s) with the same or better A.M. Best financial strength rating as the insurance carrier(s) of the Current Insurance. To the extent that the

Company elects to purchase such “tail” insurance, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” insurance in full force and effect and continue to honor their respective

obligations thereunder.

(d) Parent shall, or shall cause the Surviving Company to advance, and cause to be paid, on a current basis (but

no later than thirty (30) days after the submission of invoices) all attorneys’ fees, costs and expenses incurred in enforcing such Indemnified Party’s rights under this Section 6.10.

(e) If Parent or the Surviving Company or any of their respective successors or assigns (i) shall consolidate or amalgamate with or merge

into any other corporation or entity and shall not be the continuing, merged or surviving company or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties or assets to any individual,

corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company shall assume all of the obligations set forth in this

Section 6.10.

(f) The provisions of this Section 6.10 shall survive the

Merger and, following the Effective Time, are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and each of their respective heirs, estates, executors, representatives, successors and assigns, each of

which shall be a third-party beneficiary of the provisions of this Section 6.10.

(g) The rights of the

Indemnified Parties under this Section 6.10 shall be in addition to any rights such Indemnified Parties may have under the Memorandum and Articles of Association of the Company or the comparable governing instruments of any

of its subsidiaries, or under any applicable Contracts or Laws. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance under any insurance policy that is or has been in existence

with respect to the Company, the Indemnified Parties or any other insured persons, it being understood that the indemnification provided for in this Section 6.10 is not in substitution for any such claims under any such

insurance policies.

Section 6.11 Parent Financing.

(a) Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to

be done, all things reasonably necessary or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Financing Commitments, including using reasonable best efforts to (i) maintain in

effect the Financing Commitments, (ii) satisfy (or cause to be satisfied) (or obtain waivers to) on a timely basis all conditions applicable to Parent or Merger Sub to funding in the Financing Commitments and the definitive agreements to be

entered into pursuant thereto, (iii) negotiate and enter into definitive agreements with respect thereto (the “Definitive Agreements”) on terms and conditions described in the Financing Commitments so that such Definitive

Agreements are in effect no later than the Closing Date, (iv) enforce its rights under the Financing Commitments, and (v) upon satisfaction of the conditions set forth in the Financing Commitments, consummate, and obtain the proceeds

of, the Financing at or prior to the Closing. Parent and Merger Sub shall keep the Company informed on a current and timely basis and in reasonable detail of the status of its efforts to obtain the Financing and of developments concerning the timing

of the closing of the Financing. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt written notice (A) of any actual or, upon receipt of any written notice or other written communication

thereof, threatened violation, breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any violation, breach or default, but solely to the extent that such

event, circumstance, violation, breach or default would reasonably be expected to delay or prevent the Closing or result in failure of Parent to obtain, when taken together with other sources of funds immediately available to Parent, the amount

sufficient to consummate the transactions contemplated hereby at Closing) by any party to the Financing Commitments or any Definitive Agreement or any termination of the Financing Commitments or any Definitive Agreement, in each case, that Parent

and Merger Sub become aware, (B) of any actual or, upon receipt of any written notice or other written communication thereof, threatened reduction, withdrawal, repudiation or termination of the Financing by any party to the Financing

Commitments or (C) if at any time for any reason Parent or Merger Sub has determined in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the

Financing Commitments or any Definitive Agreement. As soon as reasonably practicable, but in any event within two (2) Business Days following delivery by the Company to Parent of written request therefor, Parent shall provide any information

reasonably requested by the Company relating to any circumstance referred to in clauses (A) through (C) of the immediately preceding sentence; provided that in no event shall Parent or Merger Sub be required to provide access to or

disclose information that would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, to Parent or any of its subsidiaries (as reasonably determined in good faith by Parent). In the event any

portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments or the Definitive Agreements with respect thereto for any reason, Parent and Merger Sub shall promptly in writing so notify the

Company and use their reasonable best efforts to arrange to obtain

alternative financing, including from alternative sources, as promptly as practicable following the occurrence of such event (i) in an amount, when taken together with other sources of funds

immediately available to Parent, sufficient to consummate the transactions contemplated by this Agreement, (ii) on terms not materially less favorable to Parent and Merger Sub than the Financing Commitment as of the date hereof (taking into

account any flex provisions contained therein), (iii) containing conditions that are not more onerous to Parent or Merger Sub than those conditions contained in the Financing Commitment as of the date hereof and (iv) which does not

contain any Prohibited Modification (any such alternative financing, the “Alternative Financing”). None of Parent and Merger Sub shall, without the prior written consent of the Company, (i) terminate the Financing Commitment

or any Definitive Agreement or (ii) agree to or permit any amendments, supplements or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or any Definitive Agreements with respect thereto

or replace all or any portion of the Financing Commitment or any Definitive Agreement, in each case, to the extent that such amendment, modification, supplement, replacement or waiver would reasonably be expected to (A) reduce the aggregate

amount of the Financing such that Parent and Merger Sub would not have funds, when taken together with other sources of funds immediately available to Parent, sufficient to consummate the transactions contemplated by this Agreement,

(B) otherwise adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement, (C) add new or additional conditions or expand any of the existing conditions to the Financing,

(D) delay, prevent or impede the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (E) adversely affect the ability of Parent or Merger Sub, as

applicable, to enforce its rights against the other parties to the Financing Commitment or the Definitive Agreements (the effects described in clauses (A) through (E), collectively, the “Prohibited Modifications”);

provided that Parent and Merger Sub may amend, supplement or modify the Financing Commitments to (i) add or join lenders, lead arrangers, bookrunners, syndication agent or similar entities as parties thereto who have not executed the

Financing Commitment as of the date hereof or (ii) upon prior or substantially concurrent written notice to the Company, reduce or terminate the commitments thereunder as a result of the consummation of an Alternative Financing generating, when

taken together with other sources of funds immediately available to Parent, sufficient to consummate the transactions contemplated by this Agreement. Upon any amendment, replacement, supplement or modification of the Financing Commitments made in

compliance with this Section 6.11, Parent shall provide a copy thereof (other than such amendment, replacement, supplement or modification set forth in clause (i) of the immediately preceding proviso) to the Company

and the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified, including any Alternative Financing.

(b) Prior to the Closing, the Company shall use its reasonable best efforts to provide to Parent and Merger Sub, and shall cause its

subsidiaries to use reasonable best efforts to provide to Parent and Merger Sub, at Parent’s sole cost and expense, all reasonable cooperation reasonably requested by Parent that is necessary and customary in accordance with the terms of the

Financing or any Alternative Financing, including using reasonable best efforts to take the following actions:

(i) causing

appropriate members of senior management of the Company to participate in a reasonable number of lender marketing meetings, presentations, drafting sessions and calls and sessions with ratings agencies, in each case, in connection with the Financing

or such Alternative Financing and with reasonable advance notice and at reasonable times and locations to be mutually agreed upon (it being understood that any such meetings may take place via videoconference or web conference at the Company’s

option);

(ii) providing to Parent reasonable information and materials with respect

to the Company to be used in Parent’s preparation of customary lender and investor presentations, rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including confidential information

memoranda), prospectuses, management representation letters and customer representation letters to auditors related thereto and similar documents for the Financing or such other Alternative Financing (including those required in connection with a

public listing of the Financing on a stock exchange as reasonably determined by Parent) and providing customary authorization letters related thereto authorizing the distribution of such information to prospective lenders; provided that any

such information distributed (including any authorization letters) shall contain customary language which shall exculpate the Company and its Representatives and Affiliates with respect to any liability related to or responsibility for the contents

of such information or related marketing materials by the recipients thereof;

(iii) cooperating with the Financing

Source’s due diligence efforts, to the extent reasonable and customary for financings similar to the Financing or such other Alternative Financing;

(iv) reasonably assisting with procuring customary payoff letters, lien releases, terminations, deregistrations or filings;

(v) providing information regarding the Company and its subsidiaries reasonably required by regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001 and similar laws of any relevant non-U.S. jurisdiction, in each case as

reasonably requested by Parent in writing at least ten (10) Business Days prior to the Closing Date;

(vi) furnishing

Parent with customary and reasonably available financial and other information regarding the Company and its subsidiaries as may be reasonably requested by Parent, including the financial statements and information set forth in clauses (a), (b), (c)

and (d) of paragraph 7 of Exhibit C of the Financing Commitments;

(vii) taking all corporate or other organizational

actions, none of which shall become effective prior to the Closing, reasonably requested by Parent to authorize and permit the consummation of the Financing or Alternative Financing;

(viii) providing information that is readily available to the Company in connection with the preparation of legal opinions that

Parent’s legal counsel (or the legal counsel of a Financing Source) may be required to deliver in connection with the Financing or Alternative Financing;

(ix) assisting in the preparation of, and executing and delivering into

escrow, definitive financing documents, including note purchase agreements, credit agreements, guarantee and collateral documents, and customary closing certificates as may be required in connection with the Financing or such Alternative Financing;

except as set forth in Section 6.18 and Exhibit C hereto, it being understood and agreed that no other certificates, resolutions, declarations or otherwise relating to solvency of the Company or any of its affiliates

shall be required to be given, in each case, as may be reasonably requested by Parent or the Financing Sources and that, in each case, are not effective until as of, or after, the Closing;

(x) facilitating, effective only as of the Closing Date, the granting of a security interest (and perfection thereof) in the

collateral securing the Financing or such other Alternative Financing (including any transfer or assignment of intellectual property rights and royalty rights related to the collateral to the applicable obligors under the Financing); and

(xi) taking such actions required by the Financing Reorganization set out in Section 6.18.

Nothing in this Agreement (including this Section 6.11) will require any such cooperation or action to the extent

that it could (A) other than as expressly contemplated by paragraph 2.2 of Exhibit C, create an obligation to provide any financial statements not described in Section 3.7(b) (unless specifically required

by clauses (a), (b), (c) and (d) of paragraph 7 of Exhibit C of the Financing Commitments as in effect on the date hereof or Section 6.5 hereof), (B) require Parent or any of its Affiliates or any of their

respective subsidiaries or officers, directors, managers, employees, advisors, accountants, consultants, auditors, agents or other Representatives to pay (or agree to pay) any commitment or other fee, make any other payment, provide (or agree to

provide) any indemnities, reimburse any expenses or otherwise incur any liability or other obligation in connection with the Financing, unless in the case of the Company or its subsidiaries that will be an obligor in respect of the Financing, the

same would not be effective prior to Closing, (C) require the Company or any of its Affiliates or any of their respective subsidiaries or any individual who is a member of the board of directors (or other similar governing body) of such

entities (other than those persons appointed as directors of TBIL pursuant to paragraph 3.3(a) of Exhibit C) to pass resolutions or consents to approve, or authorize the execution of, the Financing or any Definitive Agreement (other

than any such resolutions or consents that (x) are passed by Persons who will continue as members of the board of directors (or other similar governing body) after the occurrence of the Closing (including those Persons appointed as directors of

TBIL pursuant to paragraph 3.3(a) of Exhibit C) and (y) are subject to and conditioned upon, and do not become effective until, the occurrence of the Closing), (D) require the Company or any of its Affiliates or any of their

respective subsidiaries or Representatives to enter into, execute or deliver any Contract, solvency certificate or declaration or any other documentation (other than (1) the authorization letter and management representation letters and

customary representation letters to auditors referred to in clause (ii) of this Section 6.11(b) (it being understood that, other than management representation letters and customary representation

letters to auditors that are necessary in order to prepare any financial statements or other information that is required to be prepared

prior to Closing pursuant to paragraph 7 of Exhibit C of the Financing Commitments, any such management representation letters and customary representation letters to auditors shall

only be required to be executed or delivered by Persons who will continue as officers of the Company after the occurrence of the Closing), and (2) any such documents that (x) are executed or delivered, as applicable, by Persons who will

continue as officers or members of the board of directors (or other similar governing body) of the Company after the occurrence of the Closing (including those Persons appointed as directors of TBIL pursuant to paragraph 3.3(a) of Exhibit

C) and (y) are subject to and conditioned upon, and do not become effective until, the occurrence of the Closing), (E) impose any personal liability on the officers, directors, managers, employees, advisors, accountants, consultants,

auditors, agents or other Representatives of the Company, its Affiliates or its subsidiaries (other than pursuant to the SAP Declaration (as defined in Exhibit C), for those Persons appointed as directors of TBIL pursuant to paragraph

3.3(a) of Exhibit C), (F) unreasonably interfere with the operation of the business of the Company or any of its Affiliates or any of their respective subsidiaries or Representatives (it being understood that actions reasonably

requested pursuant to Section 6.18 and Exhibit C hereto shall be deemed to not unreasonably interfere), (G) cause any representation or warranty in this Agreement to be breached by the Company, its Affiliates or

its subsidiaries or require any waiver or amendment of the terms of this Agreement or any Contract to which the Company, its subsidiaries or any of their respective Affiliates is a party, (H) conflict with or result in any violation of the

organizational documents of the Company or its subsidiaries or any of their respective Affiliates or any Law, (I) result in the contravention of, or result in a violation or breach of, or a default (with or without notice, lapse of time, or

both) under, any Contract to which the Company, its subsidiaries or any of their respective Affiliates is party or by which it is bound, (J) provide access to or disclose information that the Company or its subsidiaries reasonably determines

would jeopardize any attorney-client or similar privilege or protection of the Company or any of its Affiliates or any of their respective subsidiaries or Representatives, (K) other than the SAP Declaration (as defined in Exhibit C) and

the solvency certificate required in paragraph 1(b) of Exhibit C of the Financing Commitments, require the Company or any of its Affiliates or any of their respective subsidiaries or Representatives to provide any solvency or other

similar certificate of its chief financial officer or similar Representative (which, in the case of the SAP Declaration, shall be provided by those Persons appointed as directors of TBIL pursuant to paragraph 3.3(a) of Exhibit C), (L)

other than as expressly contemplated by paragraph 2.2 of Exhibit C, require the Company or any of its Affiliates or their respective subsidiaries or Representatives to provide or prepare any projections, pro forma financial

statements or other forward-looking financial information, (M) require the Company or any of its Affiliates or any of their respective subsidiaries or Representatives to deliver or cause to be delivered any opinion of counsel, and

(N) other than the assistance contemplated by clause (ii) of this Section 6.11(b), require the Company or any of its Affiliates or any of their respective subsidiaries or Representatives prepare any

investor presentations, rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including confidential information memoranda), prospectuses or similar documents.

all reasonable and documented out-of-pocket costs incurred by the Company, any of its subsidiaries or their respective Representatives in connection with the cooperation

of the Company and its subsidiaries contemplated by this Section 6.11 and (ii) shall indemnify and hold harmless the Company and its subsidiaries and their respective Representatives from and against any and all losses

suffered or incurred by them in connection with the performance of their respective obligations under this Section 6.11 (including any action taken in accordance with this Section 6.11) and any

information utilized in connection therewith, except in the event such losses arose out of or resulted from written information provided by or on behalf of the Company or its subsidiaries in connection with the Financing.

(d) The Company hereby consents to the use of the logos of the Company and its subsidiaries by Parent and Merger Sub in connection with the

Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or the Company’s reputation, goodwill or marks.

(e) The Parties hereto acknowledge and agree that the provisions contained in Section 6.11(b),

Section 6.18 and Exhibit C hereto represent the sole obligation of the Company and its Affiliates and any of their respective subsidiaries or Representatives with respect to cooperation in connection with the

arrangement of any financing (including the Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement (including the Financing Commitment), and no other provision of this Agreement, any other

Transaction Document or the Financing Commitment shall be deemed to expand or modify such obligations. Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that any breach by the Company

of Section 6.11(b) shall be deemed not to constitute a breach for all of purposes of this Agreement (including for purposes of Articles VII and VIII) unless (w) the Financing or

any Alternative Financing, has not been consummated as a result of the failure of any condition precedent to the funding of the Financing or such other financing, (x) the Company has materially breached its obligations under

Section 6.11(b), (y) such breach is the proximate cause of the Financing or such other financing not being consummated and (z) Parent has notified the Company of such breach in writing a reasonably sufficient

amount of time prior to the End Date to afford the Company with reasonable opportunity to cure such breach (detailing in good faith (I) reasonable specificity as to the basis for any such breach and (II) reasonable steps that comply with

Section 6.11(b) in order to cure such breach) and the Company has not taken such steps or otherwise cured such breach within such time as would reasonably permit Parent and Merger Sub to consummate the Financing or such

Alternative Financing prior to the End Date.

(f) Notwithstanding this Section 6.11 or anything else to the

contrary in this Agreement, Parent and Merger Sub expressly acknowledge and agree that (i) obtaining the Financing (or any financing) is not a condition to the Closing and (ii) notwithstanding anything contained in this Agreement to the

contrary, the obligations of Parent and Merger Sub hereunder are not conditioned in any manner upon Parent obtaining the Financing, or any other financing.

Section 6.12 Takeover Statutes. If any Takeover Statute is or may become applicable to the Merger or the other transactions

contemplated by this Agreement, each of the Company and Parent shall use its reasonable best efforts to take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this

Agreement and otherwise act to eliminate or minimize the effects of such Takeover Statute on such transactions.

Section 6.13 Transaction Litigation. In the event that any shareholder

litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement is brought or, to the knowledge of the Company, threatened in writing, against the Company, its officers or any members of the Board of

Directors prior to the Effective Time (the “Transaction Litigation”), the Company shall promptly notify Parent of any such Transaction Litigation and shall keep Parent reasonably informed with respect to the status thereof. The

Company shall give Parent reasonable opportunity to participate in the defense or settlement of any Transaction Litigation and shall consider in good faith Parent’s advice with respect to such Transaction Litigation. The Company shall not

settle or agree to settle any Transaction Litigation, or take any action to settle, without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 6.14 Resignation of Directors. To the extent requested by Parent in writing at least five (5) Business Days prior to

the Closing, at the Closing, the Company shall use its reasonable best efforts to cause to be delivered to Parent the resignation of all members of the Board of Directors who are in office immediately prior to the Effective Time (other than those

Persons appointed to the board of directors of TBIL pursuant to paragraph 3.3(a) of Exhibit C), which resignations shall be effective at, and subject to the occurrence of, the Effective Time.

Section 6.15 Obligations of Merger Sub; Obligations of Subsidiaries.

(a) Parent shall take all actions necessary to cause Merger Sub and the Surviving Company to perform their respective obligations under this

Agreement.

(b) The Company shall take all actions necessary to cause its subsidiaries to perform their respective obligations under this

Agreement.

Section 6.16 Actions Taken at Direction of Parent or Merger Sub. Notwithstanding anything herein to the contrary,

the Company shall not be deemed to be in breach of any representation, warranty, covenant or agreement hereunder, if such breach or alleged breach is the proximate result of action or inaction by the Company (i) required by this Agreement or

(ii) taken or not taken, as applicable, at the direction of Parent or Merger Sub, regardless of whether there is any approval or direction of the Board of Directors.

Section 6.17 TBIL. Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement

until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, TBIL shall (i) use its reasonable best efforts to continue to have three or more full-time employees

based in Ireland whose primary role is to carry out research and development activities, and until September 15, 2026, one or more full-time employee based in Ireland whose primary role is to carry out general, administrative and finance

activities; (ii) use reasonable best efforts to hire a new full-time employee based in Ireland to carry out alliance management activities, and shall consult with Parent in good faith to hire such an employee; (iii) use reasonable best

efforts to maintain the license arrangement for appropriate office space for TBIL in Ireland in effect as of the date hereof; (iv) continue to carry on research

and development activities and alliance management activities in the manner set out in the minutes of the meeting of the board of directors of TBIL held on or before the date hereof and

(v) not purchase or acquire any Intellectual Property assets exceeding $250,000 in the aggregate. In respect of employees involved in research and development, (A) the Company shall use its reasonable best efforts to retain existing staff

and to hire replacement employees as reasonably required to maintain the number of research and development employees as set forth in this Section 6.17, and shall consult with Parent in good faith in connection with such

retention and hiring and (B) if prior to the cessation date of any research and development employee the Company has not been able to replace such employee, the Company shall accept a secondee from Parent or its Affiliates as may be reasonably

proposed by the Parent and the compensation and benefits related to such secondee shall be borne by Parent, for the period of time until the Company hires a replacement employee.

Section 6.18 Financing Reorganization. Each of Parent and the Company shall comply with the terms set out in Exhibit C to

this Agreement (such transactions on Exhibit C being the “Financing Reorganization”).

Section 6.19 CVR

Agreement; Company License Representative.

(a) Notwithstanding anything to the contrary in Section 5.1(b),

during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, the Company and its subsidiaries may solicit, initiate, encourage, facilitate, discuss and negotiate

(“Negotiating”) a CVR Product License (as defined in the CVR Agreement) for a third party to research, develop, manufacture, commercialize or otherwise exploit any CVR Product (as defined in the CVR Agreement), including a license

under Intellectual Property owned by the Company and its Subsidiaries (such third party, the “Licensee” and such transaction, a “CVR License Transaction” and the definitive agreement providing for a CVR License

Transaction, a “CVR License Agreement”), subject to the terms and conditions set forth in Section 6.19(a) of the Company Disclosure Letter.

(b) Parent shall execute the CVR Agreement pursuant to Section 7.3(d), and, upon the consummation of the

transactions contemplated by such CVR License Agreement, Parent shall pay, or cause to be paid, to the Rights Agent for the benefit of Holders (as defined in the CVR Agreement) the amounts payable under the CVR Agreement, in accordance with the

terms thereof; provided that in no event shall Parent, the Surviving Company or any of their respective Affiliates be required to pay any amount in respect of such CVR License Agreement in excess of the CVR License Proceeds (as defined in the

CVR Agreement).

consultation agreement that is reasonably satisfactory in form to Parent (the “Consultation Agreement”) at the Closing with an individual to be appointed by the Company (the “License Representative”). The form

of the Consultation Agreement shall provide (i) that the License Representative shall have the primary responsibility of Negotiating Parent’s or any of its subsidiaries’ entry into a CVR License Transaction, (ii) a consultancy

term of twelve (12) months after the Closing Date, (iii) that the delegation of responsibility and authority to the License Representative hereunder and thereunder shall not be revoked or modified at any time during such twelve (12) month

period, (iv) that the License Representative shall have no obligation or liability to any party to this Agreement,

the CVR Agreement or to the Holders, for any reason whatsoever, (v) that the License Representative shall not be compensated for any services performed pursuant to the Consultation Agreement

and (vi) that Parent shall irrevocably, unconditionally and forever acquits, releases, waives and discharges, and completely waives and relinquishes, the License Representative against any and all claims with respect to, directly or indirectly,

any and all actions taken by the License Representative in connection with or resulting from the Consultation Agreement.

ARTICLE VII

CONDITIONS OF MERGER

Section 7.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each Party to effect the

Merger shall be subject to the satisfaction (or written waiver, if permissible under Law, by Parent and the Company) of the following conditions:

(a) Shareholder Approval. The Company Requisite Vote shall have been obtained.

(b) Orders. No Order has been issued which permanently prohibits, restrains, makes illegal or enjoins the consummation of the

transactions (including the Merger) contemplated by this Agreement and remains in effect.

(i) The waiting period (and any extensions thereof) applicable to the consummation of the Merger and the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and (ii) the other Required

Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated.

Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger

shall be further subject to the satisfaction (or written waiver by Parent) at or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. (i) Other than the representations and warranties of the Company set forth in

Section 3.1(a), the first sentence of Section 3.2, Section 3.3, Section 3.4, Section 3.9 (other than

Section 3.9(a)(i)) and Section 3.20, the representations and warranties of the Company contained in Article III (without giving effect to any qualification as to

“materiality” or “Material Adverse Effect” set forth therein) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation

or warranty is expressly made as of a specified date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and

correct, individually or in the aggregate, does not constitute a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Section 3.9(b) shall be true and correct as of the date

hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of a specified date, in which case such representation and warranty shall be true and correct

as of a specified date), (iii) the representations and warranties of the Company set forth in Section 3.3(a) and Section 3.3(c) (solely with respect

to the Company and Ordinary Shares) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such

representation or warranty expressly is made as of a specified date, in which case such representation and warranty shall be true and correct as of a specified date), except in each case for de minimis inaccuracies, and (iv) the representations

and warranties of the Company set forth in Section 3.1(a), the first sentence of Section 3.2, Section 3.3(b), Section 3.4,

Section 3.9(a)(ii), Section 3.9(c) and Section 3.20 (without giving effect to any qualification as to “materiality” or “Material Adverse Effect”

set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of a

specified date, in which case such representation and warranty shall be true and correct as of a specified date).

(b) Performance of

Obligations of the Company. The Company shall have performed and complied in all material respects with the agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time.

(c) No MAE. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing.

(d) Certificate. Parent shall have received a certificate of an executive officer of the Company, dated as of the Closing Date,

certifying that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied.

Section 7.3 Conditions to Obligations of the Company. The obligation of the Company to effect the Merger shall be further subject

to the satisfaction (or written waiver by the Company) at or prior to the Closing Date of the following conditions:

(a) Representations

and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct, in each case as of the date hereof and the Closing Date as though made on and as of such date (except to the

extent that any such representation or warranty expressly is made as of a specified date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of any such representations and

warranties to be true and correct, individually or in the aggregate, have not and would not reasonably be expected to prevent or materially delay (i) the consummation of any of the transactions contemplated by this Agreement or

(ii) otherwise have a material adverse effect on the ability of Parent or Merger Sub to perform their obligations under this Agreement (a “Parent Material Adverse Effect”);

(b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed and complied in all

material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Closing Date; and

(c) Certificate. The Company shall have received a certificate of an executive officer of Parent, dated as of the Closing Date,

certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

(d) CVR Agreement. Parent shall execute and deliver to the Company, and Parent shall

deliver to the Company a counterpart signature of the Rights Agent to, the CVR Agreement.

(e) Consultation Agreement. Subject to

the terms and conditions set forth in Section 6.19(c), Parent shall execute and deliver to the Company the Consultation Agreement.

Section 7.4 Frustration of Closing Conditions. Prior to the End Date, none of the Company, Parent or Merger Sub may rely on the

failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such Party’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated

hereby.

ARTICLE VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned:

(a) by mutual written consent of Parent and the Company at any time prior to the Effective Time;

(b) by written notice from either Parent or the Company at any time prior to the Effective Time if any Order having the effect set forth in

Section 7.1(b) shall have become final and non-appealable or any Governmental Entity that must grant an approval as specified in Section 7.1(c) has denied

such approval, and such denial has become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available

to the Party seeking to terminate if such Party (or, in the case of Parent, Parent or Merger Sub) is in breach of, or has breached, any of its obligations under this Agreement, which breach has been the primary cause of such Order;

(c) by written notice from either Parent or the Company at any time prior to the Effective Time if the Merger shall not have been consummated

on or before December 28, 2026 (such date, as it may be extended in accordance with the following proviso, the “End Date”); provided, however, that, if on the End Date, the conditions to Closing set forth in

Section 7.1(c) (as relates to any Required Regulatory Approvals), shall not have been satisfied or waived but all other conditions to Closing shall have been satisfied or waived (or, in the case of those conditions that by

their nature are to be satisfied at the Closing or on the Closing Date, shall be capable of being satisfied on such date), then the End Date shall be automatically extended to March 28, 2027, which date shall become the End Date for purposes of

this Agreement; provided, further, that, if on the End Date, as extended pursuant to the immediately foregoing clause, the conditions to closing set forth in Section 7.1(c) (as relates to any Required

Regulatory Approvals), shall not have been satisfied or waived but all other conditions to Closing shall have been satisfied or waived (or, in the case of

those conditions that by their nature are to be satisfied at the Closing or on the Closing Date, shall be capable of being satisfied on such date), then the End Date shall be further

automatically extended to June 28, 2027, which date shall become the End Date for all purposes of this Agreement; provided, further, that the End Date may be extended by mutual written agreement of Parent and the Company;

provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Party seeking to terminate if such Party (or, in the case of Parent, Parent or Merger

Sub) is in breach of, or has breached, any of its obligations under this Agreement, which breach has been the primary cause of the failure of the Merger to be consummated on or before the End Date;

(d) by written notice from the Company:

(i) at any time prior to the Effective Time if there shall have been a breach of any representation, warranty, covenant or

agreement on the part of Parent or Merger Sub contained in this Agreement, or any such representation or warranty shall be untrue, such that the conditions set forth in Section 7.3(a) or Section 7.3(b)

would not be satisfied and, in either such case, such breach is not curable or, if curable, is not cured prior to the earlier of (A) thirty (30) days after written notice thereof is given by the Company to Parent or (B) the End

Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d)(i) if the Company is then in breach of any of its representations, warranties, covenants or

agreements contained in this Agreement that would cause a condition set forth in Section 7.2(a) or Section 7.2(b) not to be satisfied;

(ii) (A) the conditions set forth in Section 7.1 and Section 7.2 (other

than those conditions that by their nature are to be satisfied at the Closing, but each of which was at the time of termination capable of being satisfied as if such time were the Closing) have been and continue to be satisfied or waived in

accordance with this Agreement, (B) the Company has given Parent a written notice that all of the conditions set forth in Section 7.3 have been satisfied or waived (other than those conditions that by their nature are

to be satisfied at the Closing) or that it is willing to waive any unsatisfied condition and that the Company is ready, willing and able to consummate the Merger on such date and (C) Parent and Merger Sub fail to consummate the Merger on the

date on which the Closing should have occurred pursuant to Section 1.2; or

(iii) prior to

obtaining the Company Requisite Vote if (A) the Board of Directors has authorized the Company to effect a Change of Recommendation pursuant to Section 6.3(c) due to a Superior Proposal and (B) immediately prior

to, concurrently with or immediately following the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement in respect of such Superior Proposal; provided that the Company (x) shall have complied in all

material respects with the requirements of Section 6.2(b) and Section 6.3 and (y) shall prior to or substantially concurrently with such termination pay the Company Termination Fee pursuant to

Section 8.2(b)(i).

(e) by written notice from Parent:

(i) at any time prior to the Effective Time if there has been a breach of any representation, warranty, covenant or agreement

on the part of the Company contained in this Agreement, or any such representation or warranty shall be untrue, such that the conditions set forth in Section 7.2(a), Section 7.2(b) or

Section 7.2(c) would not be satisfied and, in either such case, such breach is not curable or, if curable, is not cured prior to the earlier of (A) thirty (30) days after written notice thereof is given by Parent

to the Company or (B) the End Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e)(i) if Parent or Merger Sub is then in breach of any of its

representations, warranties, covenants or agreements contained in this Agreement that would cause a condition set forth in Section 7.3(a), Section 7.3(b) or Section 7.3(c)

not to be satisfied; or

(ii) prior to obtaining the Company Requisite Vote, if the Board of Directors shall have made a

Change of Recommendation; or

(f) by written notice from either Parent or the Company at any time prior to the Effective Time if the

Company Requisite Vote shall not have been obtained at the Shareholders Meeting duly convened therefor or at any adjournment thereof, in each case, at which a vote on the approval of this Agreement, the Merger and the other transactions contemplated

hereby was taken.

Section 8.2 Effect of Termination.

(a) In the event of the valid termination of this Agreement pursuant to Section 8.1, written notice thereof shall be

given to the other Party or Parties hereto, specifying the provision hereof pursuant to which such termination is made and this Agreement shall forthwith become void and have no further legal effect and there shall be no liability or obligation

under this Agreement on the part of any Party hereto, except as provided in Section 6.6(b), Section 6.8, the expense reimbursement and indemnification provisions of

Section 6.11(c), this Section 8.2, Section 8.3 and Article IX, which shall survive such valid termination in accordance with their terms and

conditions; and provided that such termination shall not relieve any Party for any and all liabilities and damages incurred or suffered by the other Party as a result of intentional fraud by such first Party. The Parties acknowledge and agree

that nothing in this Section 8.2 shall limit or prevent any Party from exercising any rights or remedies it may have under Section 9.12.

(b) In the event that:

(i) this Agreement is validly terminated by Parent pursuant to Section 8.1(e)(ii), or by the Company

pursuant to Section 8.1(d)(iii) (or pursuant to Section 8.1(c) under circumstances in which Parent would have been entitled to terminate pursuant to Section 8.1(e)(ii)),

then the Company shall pay to Parent a fee of $32,515,000 (the “Company Termination Fee”) by wire transfer of immediately available funds, such payment to be made (A) prior to or substantially concurrently with such

termination in the case of a termination pursuant to Section 8.1(d)(iii) or (B) as promptly as reasonably practicable (and in any event within five Business Days following such termination) in the case of a termination

pursuant to Section 8.1(e)(ii) (or pursuant to Section 8.1(c) under circumstances in which Parent would have been entitled to terminate pursuant to Section 8.1(e)(ii)).

(ii) this Agreement is validly terminated by either Parent or the Company

pursuant to Section 8.1(f), by Parent pursuant to Section 8.1(e)(i) or by the Company pursuant to Section 8.1(b) (if such termination occurs prior to obtaining the Company

Requisite Vote) and (A) at any time after the date of this Agreement and prior to the Shareholders Meeting (or prior to the termination of this Agreement if there has been no Shareholders Meeting) a bona fide Acquisition Proposal shall

have been publicly announced and not withdrawn at least one (1) Business Day prior to the Shareholders Meeting, and (B) prior to the date that is twelve (12) months following the date of such termination, the Company or any of its

subsidiaries enters into a definitive agreement with respect to (which Acquisition Proposal is subsequently consummated), or an Acquisition Proposal shall have been consummated, then, within five (5) Business Days of the date on which such

Acquisition Proposal is consummated, the Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition

of the term Acquisition Proposal to “20% or more” will be deemed to be references to “more than 50%.”

(iii) This Agreement is validly terminated by either Party pursuant to Section 8.1(b) (to the extent

related to any Antitrust Laws), Section 8.1(c) and at the time of such termination, one or more of the conditions to Closing set forth in Section 7.1(b) or Section 7.1(c)

(only to the extent related to any Antitrust Laws) have not been satisfied or waived, but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be

satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)) or Section 8.1(d)(ii), Parent shall pay to the Company a fee of $32,515,000 (the

“Parent Termination Fee”) by wire transfer of immediately available funds, such payment to be made (A) prior to or substantially concurrently with such termination in the case of a termination by Parent or (B) within

five (5) Business Days of such termination in the case of a termination by the Company.

that each of the Parent Termination Fee and the Company Termination Fee, as applicable, if, as and when required pursuant to this Section 8.2, shall not constitute a penalty but will be liquidated damages, in a reasonable

amount that will compensate the Party receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the

expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall either the Company be required to pay the Company Termination Fee

or Parent be required to pay the Parent Termination Fee, as the case may be, on more than one occasion.

(d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in

this Section 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. If the Company fails to timely pay an amount due

pursuant to Section 8.2(b)(i) or Section 8.2(b)(ii), or Parent fails to timely pay an amount due pursuant to Section 8.2(b)(iii), the Company shall pay to Parent, or

Parent shall pay to the Company, its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and the reasonable and documented out-of-pocket fees and expenses of any expert or

consultant engaged by Parent or the Company (as applicable)) in connection with the collection and enforcement of this Section 8.2, together with interest on the unpaid amount of such payment under

Section 8.2(b)(i), Section 8.2(b)(ii) or Section 8.2(b)(iii), as the case may be, from the date such payment was required to be made at the prime rate as published in

Wall Street Journal Table of Money Rates on such date plus 3%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder.

(e) Notwithstanding anything to the contrary in this Agreement, but subject to Section 9.12, if the Company fails to

effect the Closing for any reason or no reason or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then

Parent’s right to terminate this Agreement and receive the Company Termination Fee pursuant to Section 8.2(b)(i) or Section 8.2(b)(ii) and, if and to the extent applicable, the costs and

expenses of Parent pursuant to Section 8.2(d), shall be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of Parent Related Parties and the Financing Sources against the Company

and its subsidiaries, any of their respective former, current or future general or limited partners, shareholders, controlling Persons, managers, members, directors, officers, employees, Affiliates, representatives, agents or any of their respective

assignees or successors or any former, current or future general or limited partner, shareholder, controlling Person, manager, member, director, officer, employee, Affiliate, representative, agent, assignee or successor of any of the foregoing (each

a “Company Related Party”) for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this

Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any representation made or alleged to have been made in connection herewith or therewith (in each case, whether willfully, intentionally,

unintentionally or otherwise); provided that in no event shall Company Related Party be subject to monetary damages in excess of the amount of the Company Termination Fee in the aggregate (and any costs, expenses, interest and other amounts

payable pursuant to Section 8.2(d)); provided, further, that nothing in this Section 8.2(e) shall limit the rights of Parent in the case of intentional fraud by the Company.

(f) Notwithstanding anything to the contrary in this Agreement, but subject to Section 9.12, if Parent or Merger Sub

fails to effect the Closing for any reason or no reason or breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then

the Company’s right to terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.2(b)(iii) and, if and to the extent applicable, the costs and expenses of the Company pursuant to

Section 8.2(d) and Section 6.11(c) shall be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) against Parent and Merger Sub and any of their respective

former, current or future general or limited partners, shareholders, controlling Persons, managers, members, directors, officers, employees, Affiliates, representatives, agents or any of their respective assignees or successors or any former,

current or future general or limited partner,

shareholder, controlling Person, manager, member, director, officer, employee, Affiliate, representative, agent, assignee or successor of any of the foregoing (each a “Parent Related

Party”) or any Financing Source and any of their respective Affiliates (other than Parent or Merger Sub) for any breach, loss, damage or failure to perform under or otherwise arising from or in connection with this Agreement or any

certificate or other document delivered in connection herewith or otherwise or in respect of any representation made or alleged to have been made in connection herewith or therewith (in each case, whether willfully, intentionally, unintentionally or

otherwise); provided that in no event shall Parent Related Party be subject to monetary damages in excess of the amount of the Parent Termination Fee in the aggregate (and any costs, expenses, interest and other amounts payable pursuant to

Section 6.6(b), Section 6.11(c) and Section 8.2(d)); provided, further, that nothing in this Section 8.2(f) shall limit the rights

of the Company in the case of intentional fraud by Parent or Merger Sub.

Section 8.3 Expenses. Except as otherwise

specifically provided herein, each Party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Non-Survival of Representations, Warranties, Covenants and Agreements. None of

the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. None of the covenants or agreements of the Parties in this Agreement shall survive the Effective Time,

except for (a) the covenants and agreements contained in this Article IX, Article II, Section 6.9 and Section 6.10, and (b) those other

covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time, which shall survive the Effective Time until fully performed.

Section 9.2 Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the

Parties may modify or amend this Agreement by written agreement, executed and delivered by duly authorized officers of the respective Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and

any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 9.2 shall be void, ab initio.

Section 9.3 Waiver. At any time prior to the Effective Time, any Party hereto may (a) extend the time for the performance of

any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) subject to the requirements of applicable

Law, waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby and specifically referencing

this Agreement. The failure of any Party to assert any rights or remedies shall not constitute a waiver of such rights or remedies, nor shall any single or partial exercise thereof preclude any other or further exercise of any other right or remedy

hereunder.

Section 9.4 Notices. All notices, requests, claims, demands and other

communications hereunder shall be in writing and shall be given by delivery in person, by facsimile or email or by registered or certified mail (postage prepaid, return receipt requested and providing proof of delivery) to the respective Parties at

the following addresses or email addresses as follows (or at such other address or email address for a Party as shall be specified by like notice):

(a)

if to Parent or Merger Sub:

Zymeworks Inc.

114 East 4th

Avenue, Suite 800

Vancouver, BC, Canada V5T 1G4

Attention: Scott Platshon

Kristin Stafford

Paul Schneider

Email: [***]

[***]

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston,

MA 02116

Attention: Graham Robinson

Rachael G. Coffey

Dan Li

Email: graham.robinson@kirkland.com;

rachael.coffey@kirkland.com

dan.li@kirkland.com

(b)

if to the Company:

Theravance Biopharma, Inc.

c/o

Theravance Biopharma US, LLC

901 Gateway Boulevard

South San Francisco, CA 94080

Attention: Brett Grimaud, General Counsel

Email: [***]

with an additional copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo

Alto, California 94301

Attention: Amr Razzak

Email: Amr.Razzak@skadden.com

All such notices, requests and other communications shall be deemed properly delivered, given and received (a) upon receipt when

delivered by hand, (b) on the next Business Day after being sent by courier or express delivery service (with confirmation of delivery), (c) if sent by email transmission prior to 5:00 p.m. recipient’s local time, upon

transmission thereof or (d) if sent by email transmission after 5:00 p.m. recipient’s local time, the day following the date of transmission thereof; provided that no “bounce back” or similar message of non-delivery is received with respect thereto.

Section 9.5 Certain Definitions.

(a) Defined Terms. For purposes of this Agreement:

“Acceptable Confidentiality Agreement” means a confidentiality agreement that is no less favorable in the aggregate to the

Company than the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement, including that such confidentiality agreements need not contain a

standstill provision);

“Affiliate” means, with respect to any Person, any other Person that is directly or indirectly,

controlling, controlled by, or under common control with, such Person;

“Antitrust Laws” means the HSR Act, the Sherman

Act, the Clayton Act, the Federal Trade Commission Act, and any other United States federal or state or foreign Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade;

“Business Day” means any day other than a Saturday or Sunday and other than a day on which banks are required or

authorized to close in the Cayman Islands, San Francisco, California or Ireland;

“CA2014” means the Companies Act 2014

of Ireland (as amended);

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Company Equity Award” means any Company Option, Company RSU Award, or Company PSU Award;

“Company ESPP” means the Company’s 2013 Employee Share Purchase Plan, as may be amended from time to time;

“Company Intellectual Property” means any Intellectual Property that is owned (or purported to be owned) by the Company or

any of its wholly owned subsidiaries;

“Company Option” means each outstanding option to purchase Ordinary Shares

granted by the Company pursuant to any Company Share Plan except the Company ESPP;

“Company PSU Award” means each

outstanding award of restricted share units granted by the Company pursuant to any Company Share Plan that was granted subject to performance-based vesting conditions;

“Company RSU Award” means each outstanding award of restricted share units granted by the Company pursuant to any Company

Share Plan other than Company PSU Awards;

“Company Share Plans” means, collectively, the Company’s Amended and

Restated 2013 Equity Incentive Plan, the Company ESPP and the Company’s 2014 New Employee Equity Incentive Plan (each as may be amended from time to time), and a “Company Share Plan” means any one of the foregoing plans;

“Company Systems” means all computers, computer software, firmware,

middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment owned by, or licensed or leased to, the Company or any of its subsidiaries;

“Contract” means any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other written

instrument that, in each case, is legally binding;

“control” (including the terms “controlling,”

“controlled,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a

Person, whether through the ownership of voting securities, by contract or otherwise;

“Data Privacy Requirements” mean

(i) applicable Laws governing data privacy, data protection, data security, or the Processing of Personal Data (“Data Privacy Laws”); (ii) the Company’s and its subsidiaries’ internal or external written privacy

policies; and (iii) written contractual obligations of the Company or any of its subsidiaries to the extent related to data privacy, data protection, data security or the Processing of Personal Data;

“Environmental Laws” shall mean all applicable Laws regarding pollution or protection of the environment, or the effect of

the environment on public or worker health or safety;

“Financing Sources” means any lender, arranger, bookrunner,

administrative agent, syndication agent, underwriter, initial purchaser, placement agent, trustee or other person providing any portion of, or engaged in connection with, the Financing or any other financing consummated or proposed to be consummated

by Parent or any of its subsidiaries in connection with the transactions contemplated by this Agreement, including the entities party to the Financing Commitments, any Person party any other commitment letters, engagement letters, underwriting

agreements, securities purchase agreements, sales agreements, indentures, credit agreements or other agreements entered in connection with the Financing or such other financing and any of such Person’s Affiliates and any of such Person’s

or any of its Affiliates’ respective former, current or future officers, directors, employees, agents, advisors, representatives, shareholders, limited partners, managers, members or partners and their respective successors and assigns, other

than in each case Parent or Merger Sub or any of their Affiliates;

“GAAP” means the generally accepted accounting

principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other

statements by such other entity as may be approved by a significant segment of the accounting profession in the United States, in each case, as applicable, as of the time of the relevant financial statements referred to herein;

“Hazardous Material” shall mean any substance, material or waste that is defined or regulated as “hazardous,”

“toxic,” “a pollutant” “a contaminant,” or words of similar meaning, or for which liability or standards of conduct may be imposed, under any Environmental Law;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

“Intellectual Property” means all intellectual property in any jurisdiction in the world, including rights in and to

all: (i) patents, patent applications, and all related continuations, continuations-in-part, divisionals, reissues,

re-examinations, substitutions, and extensions thereof (“Patents”); (ii) copyrights and copyrightable subject matter (“Copyrights”); (iii) trademarks, service

marks, names, corporate names, trade names, domain names, favicons, social media addresses, logos, slogans, trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing

(“Trademarks”); (iv) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models, and methodologies; and

(v) registrations, applications and renewals related to any of the foregoing;

“knowledge” (i) with respect

to the Company means the actual knowledge of any of the individuals listed in Section 9.5(a) of the Company Disclosure Letter; provided that, with respect to Intellectual Property, such inquiry is not required to

include freedom to operate analyses, clearance searches, validity or noninfringement analyses or opinions, or any other similar analyses or opinions of counsel and (ii) with respect to Parent or Merger Sub means the actual knowledge of any of

the individuals listed in Section 9.5(a) of the Parent Disclosure Letter;

“Law” means any

federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise

put into effect by or under the authority of any Governmental Entity;

“Lease” means any and all leases, subleases,

licenses, concessions, sale/leaseback arrangements or similar arrangements and other occupancy agreements pursuant to which the Company or any of its subsidiaries holds any Leased Real Property, including the right to all security deposits and other

amounts and instruments deposited by or on behalf of the Company or any of the Company’s subsidiaries thereunder;

“Leased

Real Property” means the real property leased, subleased, licensed or otherwise occupied by the Company or any of its subsidiaries as tenant, sublessee, licensee or occupier, together with, to the extent leased by the Company or any of its

subsidiaries, all buildings and other structures, facilities, improvements or fixtures currently or hereafter located thereon;

“Lien” means any lien, pledge, security interest, encumbrance, covenant not to sue, option or charge;

“made available” means, with respect to any document or other information mean such document or other information was

(i) provided by one Party or its Representatives to the other Party or its Representatives, (ii) uploaded by a Party or its Representatives to the virtual data room of such Party available to the other Party or its Representatives or

(iii) filed by a Party with the SEC and publicly available on EDGAR, in each case, through the date hereof;

“Material Adverse Effect” means any event, development, change, effect,

circumstance or occurrence (each an “Effect,” and collectively, “Effects”) that, individually or in the aggregate with all other Effects has or would reasonably be expected to have a material adverse effect on

the business, financial condition, assets, liabilities or results of operation of the Company and its subsidiaries, taken as a whole; provided that, no Effects relating to, arising out of or in connection with or resulting from any of the

following shall be deemed, either alone or in combination, to constitute or be taken into account when determining whether there is, or would reasonably be expected to be, a Material Adverse Effect: (i) (A) general changes or developments in

the economy or the financial, debt, capital, credit or securities markets in the United States or elsewhere in the world in which the Company or its subsidiaries have operations, including as a result of changes in geopolitical conditions and

(B) changes or developments in or affecting regional, domestic or any foreign interest or exchange rates, (ii) general changes or developments in the industries in which the Company or its subsidiaries operate, (iii) (A) the execution

and delivery of this Agreement or the public announcement or pendency of the Merger or other transactions contemplated hereby, or the identity of Parent or its Affiliates, including any impact thereof on relationships, contractual or otherwise, with

customers, suppliers, vendors, investors, lenders, partners, contractors or employees of the Company and its subsidiaries (other than for purposes of the representations and warranties contained in Section 3.5, to the

extent that such representation or warranty expressly addresses consequences resulting from the negotiation, execution or delivery of this Agreement or the permitted announcement of this Agreement and the related conditions to Closing), (B) the

performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein and (C) any action taken or omitted by the Company at the request of or with the consent of Parent or Merger Sub,

(iv) changes in any applicable Laws or regulations or GAAP or other applicable accounting regulations or principles or interpretation or enforcement thereof, (v) any hurricane, tornado, earthquake, flood, tsunami, natural disaster, act of

God, pandemic, epidemic, disease outbreak (including the COVID-19 virus pandemic) and government responses thereto or other comparable events or outbreak or escalation or general worsening of any of the

foregoing or of hostilities or war (whether or not declared), military actions or any act of sabotage or terrorism the occurrence in any place of any military or terrorist attack or event, tariffs, trade wars, or any broad-based cyber-attack,

cyberterrorism, data security incident or data breach, or national or international political or social conditions, or any material worsening of any such conditions threatened or existing as of the date of this Agreement, (vi) any decline in

the market price or trading volume of the Ordinary Shares or the credit rating or credit rating outlook of the Company (but not the underlying cause of such decline to the extent such underlying cause is not otherwise excluded from the definition of

“Material Adverse Effect” hereunder), (vii) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any

period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not the underlying cause of

such failure to the extent such underlying cause is not otherwise excluded from the definition of “Material Adverse Effect” hereunder), or (viii) any Action threatened, made or brought by any of the current or former shareholders of

the Company (or on their behalf or on behalf of the Company) against the Company or any of its directors, officers or employees arising out of this Agreement or the Merger, or (ix) the availability or cost of equity, debt or other financing to

Parent or Merger Sub; except in the cases of clauses (i), (ii), (iv) or (v) to the extent that the Company and its subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in

the same industries and geographic markets in which the Company and its subsidiaries operate (in which case solely the incremental disproportionate impact or impacts may be taken into account in determining whether there has been or would reasonably

be expected to be a Material Adverse Effect);

“Material Contract” means each Contract required to be set forth in

Section 3.8(a) of the Company Disclosure Letter or filed as an exhibit to the Company’s most recently filed annual report on Form 10-K as a “material contract”

pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (in each case, excluding any Company Share Plan or other Company Plan);

“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control;

“Off-the-Shelf Software Licenses” means

licenses granted to the Company or its subsidiaries for standard, commercially available, off-the-shelf software for the Company’s or its subsidiaries’ use;

“Order” means any Law, order, judgment, injunction, award, decision, determination, stipulation, ruling, subpoena,

writ, decree or verdict enacted, issued, promulgated, enforced or entered by or with any competent Governmental Entity;

“Owned

Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, owned by the Company or any subsidiary of the Company;

“Permitted Liens” means (A) statutory liens securing payments not yet due and payable as of the Closing Date,

including liens of lessors pursuant to the terms of any lease and sublease, (B) covenants, conditions, restrictions, easements, rights of way or other similar matters of record affecting title to real property, and zoning, building and other

similar restrictions, in each case which do not materially impair the use or occupancy of such real property in the operation of the business of the Company or any of its subsidiaries conducted thereon, (C) Taxes, assessments and other

governmental levies, fees or charges which are not due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP,

(D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or

statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts which are not yet past due or which are being

contested by appropriate proceedings, (F) licenses and other grants of rights or obligations with respect to Intellectual Property granted by the Company or its subsidiaries which, after the date hereof, were entered into in accordance with

this Agreement, and (G) Liens securing indebtedness or liabilities that (x) are reflected in the SEC Reports filed or furnished prior to the date hereof and (y) that have otherwise been disclosed to Parent as of the date of this

Agreement;

“Person” means an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, unincorporated organization, other entity or group (as defined in

Section 13(d)(3) of the Exchange Act), including, for the avoidance of doubt, any group of Persons;

“Personal Data” means any data or other information that (a) can be

used, directly or indirectly, alone or in combination with other information, to identify an individual or (b) is defined as “personally identifiable information,” “personal information,” “personal data” or

other similar terms under any Data Privacy Laws;

“Process” means any operation or set of operations performed on

Personal Data, including creating, collecting, procuring, obtaining, accessing, recording, organizing, storing, adapting, altering, retrieving, consulting, using or disclosing, disseminating or destroying;

“Registered Intellectual Property” means any Intellectual Property that is registered, filed, issued or granted under the

authority of, with or by, any Governmental Entity (or other registrar in the case of domain names), including any issued Patents and Patent applications, Copyright registrations and applications and Trademark registrations and applications;

“Representatives” of a Person means such Person’s officers, directors, employees, accountants, consultants, legal

counsel, financial advisors, agents and other representatives;

“Required Regulatory Approvals” means any consent,

decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period listed on Section 7.1(c) of the Company Disclosure Letter;

“Sanctioned Country” means a country or territory that is itself the subject or target of any Sanctions (at the time of

this Agreement, Cuba, Iran, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea regions of Ukraine,

and the non–government controlled areas of the Kherson and Zaporizhzhia oblasts of Ukraine, and, until July 1, 2025, Syria);

“Sanctioned Person” means (a) any Person listed on any Sanctions-related list of designated Persons maintained by

OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU Member State, or His Majesty’s Treasury of the United Kingdom; (b) the Government of Venezuela or any Person that is located, organized,

or resident in a Sanctioned Country; or (c) any Person owned 50% or more by any such Person or Persons described in the foregoing clauses (a)-(b);

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by

OFAC, the U.S. Department of State, the United Nations Security Council, His Majesty’s Treasury of the United Kingdom, the European Union or any EU Member State;

“subsidiary” or “subsidiaries” means, with respect to any Person (A) any corporation, association

or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of stock or other equity interests of such Person entitled (without regard to the occurrence

of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that

Person or a combination thereof (including through any contractual arrangement) and (B) any partnership, joint venture or limited liability company of which (i) more than 50% of the

capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that

Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests, through any contractual arrangement or otherwise, or (ii) such Person or any subsidiary of such Person is a controlling

general partner or otherwise controls such entity (including through any contractual arrangement). For the avoidance of doubt, for purposes of this Agreement, each branch office of any subsidiary of the Company, whether registered or not as required

by the applicable laws of the jurisdiction of its operation, shall be deemed as a subsidiary of the Company;

“Transaction

Documents” means, collectively, this Agreement, the Confidentiality Agreement, the Financing Commitments and any other agreement or document contemplated thereby or any document or instrument delivered in connection hereunder or

thereunder;

“Treasury Regulations” means Treasury regulations promulgated under the Code; and

“United States” or “U.S.” means the United States of America.

(b) Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below:

Defined Term

Section

50%

Section 6.3(g)(iii)

Acceptable Confidentiality Agreement

Section 9.5(a)

Acquisition Proposal

Section 6.3(g)(i)

Action

Section 3.10

Affiliate

Section 9.5(a)

Agreement

Preamble

Alternative Acquisition Agreement

Section 6.3(a)(i)(C)

Alternative Financing

Section 6.11(a)

Anti-Corruption Laws

Section 3.6(b)

Antitrust Laws

Section 9.5(a)

Applicable Date

Section 3.7(a)

Auditor’s Report

Exhibit C

Bankruptcy and Equity Exception

Section 3.4

Board of Directors

Recitals

Book-Entry Shares

Section 2.3(b)(i)

Business Day

Section 9.5(a)

CA2014

Section 9.5(a)

Canceled Shares

Section 2.1(b)

Cayman Companies Act

Recitals

CBA

Section 3.8(a)(ix)

Certificates

Section 2.3(b)(i)

Change in Control Payment

Section 3.8(a)(xiv)

Change of Recommendation

Section 6.2(b), Section 6.3(e)

Closing

Section 1.2

Closing Date

Section 1.2

Code

Section 9.5(a)

Company

Preamble

Company Disclosure Letter

Article III

Company Equity Award

Section 9.5(a)

Company ESPP

Section 9.5(a)

Company Intellectual Property

Section 9.5(a)

Company Option

Section 9.5(a)

Company Plan

Section 3.11(a)

Company PSU Award

Section 9.5(a)

Company Registered Intellectual Property

Section 3.17(a)

Company Related Party

Section 8.2(e)

Company Requisite Vote

Section 3.4

Company RSU Award

Section 9.5(a)

Company Securities

Section 3.3(c)

Company Service Providers

Section 3.11(a)

Company Share Plan

Section 9.5(a)

Company Share Plans

Section 9.5(a)

Company Systems

Section 9.5(a)

Company Termination Fee

Section 8.2(b)(i)

Confidentiality Agreement

Section 6.6(b)

Consultation Agreement

Section 6.19(c)

Continuing Employees

Section 6.9(a)

Contract

Section 9.5(a)

control

Section 9.5(a)

controlled

Section 9.5(a)

controlled by

Section 9.5(a)

controlling

Section 9.5(a)

Copyrights

Section 9.5(a)

Current Insurance

Section 6.10(c)

CVR

Section 2.1(a)

CVR Agreement

Recitals

CVR License Agreement

Section 6.19(a)

CVR License Transaction

Section 6.19(a)

CVRs

Section 2.1(a)

Data Privacy Laws

Section 9.5(a)

Data Privacy Requirements

Section 9.5(a)

Definitive Agreements

Section 6.11(a)

Dissenter Rights

Section 2.1(c)

Dissenting Shareholder

Section 2.1(c)

Dissenting Shares

Section 2.1(c)

Effect

Section 9.5(a)

Effective Time

Section 1.3

Effects

Section 9.5(a)

End Date

Section 8.1(c)

Environmental Laws

Section 9.5(a)

ERISA

Section 3.11(a)

Exchange Act

Section 3.5(b)

Exchange Fund

Section 2.3(a)

Financial Advisor

Section 3.19

Financing

Section 4.7(a)

Financing Commitments

Section 4.7(a), Section 6.11(a)

Financing Reorganization

Section 6.18

Financing Sources

Section 9.5(a)

GAAP

Section 9.5(a)

Governmental Entity

Section 3.5(b)

Hazardous Material

Section 9.5(a)

HSR Act

Section 9.5(a)

Indemnified Parties

Section 6.10(a)

Intellectual Property

Section 9.5(a)

Intervening Event

Section 6.3(g)(ii)

Intervening Event Notice Period

Section 6.3(d)

knowledge

Section 9.5(a)

Law

Section 9.5(a)

Lease

Section 9.5(a)

Leased Real Property

Section 9.5(a)

License Representative

Section 6.19(c)

Licensee

Section 6.19(a)

Licenses

Section 3.6(a)

Lien

Section 9.5(a)

made available

Section 9.5(a)

Material Adverse Effect

Section 9.5(a)

Material Contract

Section 9.5(a)

Material Leases

Section 3.14(b)

Maximum Amount

Section 6.10(c)

Memorandum and Articles of Association

Section 3.2

Merger

Recitals

Merger Sub

Preamble

Negotiating

Section 6.19(a)

Notice of Intervening Event

Section 6.3(d)

Notice of Superior Proposal

Section 6.3(c)(ii)

OFAC

Section 9.5(a)

Off-the-Shelf

Software Licenses

Section 9.5(a)

Order

Section 9.5(a)

Ordinary Shares

Section 3.3(a)

Owned Real Property

Section 9.5(a)

Parent

Preamble

Parent Disclosure Letter

Article IV

Parent Material Adverse Effect

Section 7.3(a)

Parent Plan

Section 6.9(b)

Parent Related Party

Section 8.2(f)

Parent Termination Fee

Section 8.2(b)(iii)

Parties

Preamble

Party

Preamble

Patents

Section 9.5(a)

Paying Agent

Section 2.3(a)

Per Share Cash Consideration

Section 2.1(a)

Per Share Merger Consideration

Section 2.1(a)

Permitted Liens

Section 9.5(a)

Person

Section 9.5(a)

Personal Data

Section 9.5(a)

Plan of Merger

Section 1.3

Post-Closing Benefits Continuation Period

Section 6.9(a)

Preferred Shares

Section 3.3(a)

Process

Section 9.5(a)

Prohibited Modifications

Section 6.11(a)

Proxy Statement

Section 3.16

Recommendation

Section 3.4

Registered Intellectual Property

Section 9.5(a)

Registrar of Companies

Section 1.3

Relevant Sum

Exhibit C

Reorganization Steps

Exhibit C

Representatives

Section 9.5(a)

Required Regulatory Approvals

Section 9.5(a)

Restricted Activity

Exhibit C

Sanctioned Country

Section 9.5(a)

Sanctioned Person

Section 9.5(a)

Sanctions

Section 9.5(a)

SAP

Exhibit C

SAP Auditor

Exhibit C

SAP Declaration

Exhibit C

SEC

Section 3.7(a)

SEC Reports

Section 3.7(a)

Securities Act

Section 3.5(b)

Shareholders Meeting

Section 6.2(a)

Strategic Review Committee

Recitals

subsidiaries

Section 9.5(a)

subsidiary

Section 9.5(a)

Superior Proposal

Section 6.3(g)(iii)

Superior Proposal Notice Period

Section 6.3(c)(ii)

Surviving Company

Section 1.1

Takeover Statute

Section 3.21

Tax Law

Section 3.15(m)(ii)

Tax Return

Section 3.15(m)(iii)

Taxes

Section 3.15(m)(i)

Trademarks

Section 9.5(a)

Transaction Documents

Section 9.5(a)

Transaction Litigation

Section 6.13

Treasury Regulations

Section 9.5(a)

U.S.

Section 9.5(a)

under common control with

Section 9.5(a)

United States

Section 9.5(a)

Yupelri Agreements

Section 3.8(a)(xvii)

Yupelri Rights

Section 3.9

Section 9.6 Severability. If any term or other provision of this Agreement is found by a court of

competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or

legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall

negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

Section 9.7 Entire Agreement; Assignment. This Agreement (including the Exhibits hereto and the Company Disclosure Letter and

the Parent Disclosure Letter), the CVR Agreement and the Confidentiality Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and

oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of each of the other Parties, and any assignment

without such consent shall be null and void.

Section 9.8 Parties in Interest. This Agreement shall be binding upon and inure

solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, other

than (a) at and after the Effective Time, with respect to the provisions of Section 6.10 which shall inure to the benefit of the Persons or entities benefiting therefrom who are intended to be third-party beneficiaries

thereof, (b) at and after the Effective Time, the rights of the holders of Ordinary Shares to receive the Per Share Merger Consideration in accordance with the terms and conditions of this Agreement and the CVR Agreement, (c) at and after

the Effective Time, the rights of the holders of Company Options, the Company RSU Awards and the Company PSU Awards to receive the payments contemplated by Section 2.2(b) and the CVR Agreement, (d) each Company Related

Party shall be a third-party beneficiary of Section 8.2, (e) the rights of the Financing Sources set forth in Section 9.16, which are intended for the benefit of the Financing Sources and

(f) at and after the Effective Time, solely with respect to the provisions relating to Parent’s execution of the CVR Agreement (including pursuant to Section 7.3(d)) and the Company’s appointment of the

License Representative pursuant to Section 6.19(c), which shall inure to the benefit of the Holders.

Section 9.9 Governing Law.

(a) This Agreement (other than Article I and with respect to matters relating to fiduciary duties of the Board of

Directors) and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement (other than Article I and with respect to matters relating to fiduciary

duties of the Board of Directors) or the negotiation, execution or performance of this Agreement (other than Article I and with respect to matters relating to fiduciary duties of the Board of Directors) (including any claim

or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be interpreted, construed, performed and enforced in

accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

(b) Notwithstanding the foregoing, any provisions of this Agreement and matters arising out of or relating to this Agreement which are

required to be governed by the Cayman Companies Act or other Laws of the Cayman Islands, including the following matters shall be interpreted, construed, performed and enforced in accordance with the Laws of the Cayman Islands without giving effect

to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction, and in respect of such matters the Parties hereby irrevocably submit to the exclusive

jurisdiction of the courts of the Cayman Islands: the Merger; the second sentence of Section 1.4; Section 1.5; Section 1.6; the second sentence of

Section 2.1(b); Section 2.1(d); Section 2.2 (with respect to Company Equity Awards granted under the Company’s Amended and Restated 2013 Equity Incentive Plan and

the Company’s 2014 New Employee Equity Incentive Plan, as they may be amended from time to time); the cancellation of the Ordinary Shares; the striking-off the Register of Companies of Merger Sub

following the Closing; Section 2.1(c) and the rights provided for in Section 238 of the Cayman Companies Act with respect to any Dissenting Shares; the fiduciary or other duties of the Board of Directors and the

directors of Merger Sub; and the internal corporate affairs of the Company and Merger Sub.

Section 9.10 Headings. The

descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.11 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission, “.pdf,”

or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same

agreement.

Section 9.12 Specific Performance.

(a) The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in

the event that the Parties do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that, subject in all respects to the terms and conditions of

this Section 9.12, the Parties shall be entitled to an injunction, specific

performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of any bond or

other security, this being in addition to any other remedy to which they are entitled at law or in equity. The Parties hereby further acknowledge and agree that prior to the Closing, the Company shall be entitled to specific performance to enforce

specifically the terms and provisions of, and to prevent or cure breaches of this Agreement, including Section 6.4 and Section 6.10(b), by Parent or Merger Sub.

(b) Notwithstanding the foregoing or anything herein to the contrary, it is hereby acknowledged and agreed that the Company shall be entitled

to obtain an injunction, specific performance or other equitable remedies to cause Parent and Merger Sub to consummate the Closing in accordance with Article I if, but only if, (i) all conditions in

Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied

or, if permissible, waived in accordance with this Agreement, (ii) Parent fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2, (iii) the financing provided

for by the Financing Commitment (or any Alternative Financing, if applicable) has been funded in full, and (iv) the Company has irrevocably confirmed in writing that the Company is ready, willing and able to consummate the Closing, and if

specific performance is granted and the Financing (or any Alternative Financing, if applicable) are funded, then the Closing would occur.

(c) Each of the Parties, on its behalf and on behalf of its Affiliates, hereby agrees that it will not, and will cause its Affiliates not to,

oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (x) either Party has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy

for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security

in connection with any such order or injunction.

(d) Notwithstanding anything else to the contrary in this Agreement, for the avoidance

of doubt, while the Company may concurrently seek (i) specific performance or other equitable relief, subject in all respects to this Section 9.12 and (ii) payment of the Parent Termination Fee pursuant to

Section 8.2(b), under no circumstances shall the Company be permitted or entitled to receive both (1) a grant of specific performance or other equitable relief that results in a Closing, and (2) payment of the

Parent Termination Fee.

(e) Notwithstanding anything else to the contrary in this Agreement, for the avoidance of doubt, while Parent or

Merger Sub may concurrently seek (i) specific performance or other equitable relief, subject in all respects to this Section 9.12 and (ii) payment of the Company Termination Fee pursuant to

Section 8.2(b), under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both (1) a grant of specific performance or other equitable relief that results in a Closing, and (2) payment

of the Company Termination Fee.

Section 9.13 Jurisdiction. The Parties agree that any suit, action or proceeding

seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any party or any of its

Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the Parties hereby irrevocably consents to the

jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of

the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any

party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 9.4 shall be deemed

effective service of process on such party. The Parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

applicable Law.

Section 9.14 WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY SUCH ACTION INVOLVING ANY

FINANCING SOURCE) OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Section 9.15 Interpretation. When reference is made in this Agreement to an Article, Exhibit, Schedule or Section, such reference

shall be to an Article, Exhibit, Schedule or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be

followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a

whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

Words of any gender include each other gender and neuter genders and words using the singular or plural number also include the plural or singular number, respectively. Any Contract or Law defined or referred to herein means such Contract or Law as

from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Laws) by succession or comparable successor statutes and references to all attachments thereto and instruments

incorporated therein. The word “or” shall not be exclusive. With respect to the determination of any period of time, “from” means “from and including.” The word “will” shall be construed to have the

same meaning as the word “shall.” Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. The word “to the extent” shall mean the degree to which a

subject or other thing extends, and such phrase shall not mean simply “if.” References to “dollars” or “$” are to United States dollars. Any deadline or time period set forth in this Agreement that by its terms

ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day. References to written consent of a Party in this Agreement shall include email. Each of the Parties has participated in the drafting and

negotiating of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the Parties and without regard to any presumption or rule requiring construction or

interpretation against the Party drafting or causing any instrument to be drafted.

Section 9.16 Financing Sources. Notwithstanding anything in this Agreement to

the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent under or pursuant to any Financing Commitment or any other agreement entered into with respect to the Financing):

(a) each Party, on its behalf and on behalf of its Company Related Parties and Parent Related Parties (as applicable), hereby irrevocably and

unconditionally agrees that it will not, and will cause its Company Related Parties and Parent Related Parties (as applicable) not to, bring or support any claim, action, suit, legal proceeding, investigation, arbitration, litigation, whether in law

or in equity, whether in contract or in tort or otherwise, against any Financing Source or under the Financing (or any Alternative Financing) in any way relating to this Agreement or the Financing Commitments or any of the transactions contemplated

hereby or thereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a Federal court of competent jurisdiction sitting in the Borough of Manhattan of the City of New

York, or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof, and each Party, on its behalf and on behalf of its Company Related Parties and Parent

Related Parties (as applicable), irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and that the provisions of Section 9.14 relating to the waiver of

jury trial shall apply to any such claim, action, suit, legal proceeding, investigation, arbitration or litigation. The Parties, on its behalf and on behalf of its Company Related Parties and Parent Related Parties (as applicable), further agree to

waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such

court and makes the agreements, waivers and consents set forth in Section 9.14, mutatis mutandis, but with respect to the courts specified in this Section 9.16.

(b) except as specifically set forth in the Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in

tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Financing Commitments or the performance hereof or thereof or the transactions contemplated hereby or thereby shall be exclusively governed by, and

construed in accordance with, the internal laws of the State of New York, without giving effect to conflict of laws principles that would require or permit the application of Laws of another jurisdiction.

(c) each Party, on its behalf and on behalf of its Company Related Parties and Parent Related Parties (as applicable), hereby irrevocably and

unconditionally agrees that (i) neither the Company nor any Company Related Party shall have any rights or claims against any Financing Source, in any way relating to this Agreement, the Financing Commitments or the transactions contemplated

hereby or thereby, or in respect of any representations or warranties made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Commitments or the performance

thereof or the Financing, whether at law or equity, in contract, in tort or otherwise, (ii) the Company (on behalf of itself and the Company Related Parties) agrees not to commence or support any Action

against any Financing Source (including any Action, whether in law or in equity, whether in contract or in tort or otherwise) with respect to the foregoing and agrees not to commence or support

any Action against any Financing Source with respect to the foregoing and otherwise waives any claims or rights against any Financing Source relating to or arising out of this Agreement, the Financing, or any of the agreements entered into in

connection therewith (including, for the avoidance of doubt, the Financing Commitments and the definitive documents governing the Financing) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder,

whether at law or in equity and whether in tort, contract or otherwise and (iii) no Financing Source shall have any liability to the Company nor any of the Company Related Parties for any obligations or liabilities of any party under this

Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any

dispute arising out of or relating in any way to the Financing Commitments or the performance thereof or the Financing, whether at law or equity, in contract, in tort or otherwise.

(d) Parent (or any of its Affiliates) may pledge its rights hereunder as security to any of its Financing Sources (or any agent or collateral

trustee for any such person); provided that no such assignment shall relieve Parent of any of its obligations hereunder.

(e) each

Financing Source shall be a third-party beneficiary of, and may enforce, any of the provisions in, Section 6.18 (including Exhibit C hereof), Section 8.2,

Section 9.8(e), Section 9.12, Section 9.14 and this Section 9.16. To the extent any amendments, supplements, waivers or other modifications to

any provision of Section 6.18 (including Exhibit C hereof), Section 8.2, Section 9.8(e), Section 9.12,

Section 9.14 or this Section 9.16 (or, solely as they relate to such Section, the definitions of any terms used in such provisions) are adverse to the Financing Sources in their capacities as such,

such provisions shall not be amended, supplemented, waived or otherwise modified without the prior written consent of the applicable Financing Sources.

Notwithstanding anything contained herein to the contrary, nothing in this Section 9.16 shall in any way affect the rights and

remedies under any definitive agreement relating to the Financing or an Alternative Financing between a Financing Source and the party to such definitive agreement and Parent or such party to such definitive agreement may enforce and seek remedies

thereunder.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company, Parent and Merger Sub and have caused this Agreement to be

executed as of the date first written above by their respective officers thereunto duly authorized.

COMPANY:

THERAVANCE BIOPHARMA, INC.

By:

/s/ Rick E Winningham

Name: Rick E Winningham

Title: Chief Executive Officer

PARENT:

ZYMEWORKS INC.

By:

/s/ Kenneth Galbraith

Name: Kenneth Galbraith

Title: Chief Executive Officer

MERGER SUB:

ZYMEWORKS MERGER SUB 1

By:

/s/ Catherine Graham

Name: Catherine Graham

Title: Director

[Signature Page to

Merger Agreement]

EXHIBIT A

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

[Attached.]

EXHIBIT B

PLAN OF MERGER

THERAVANCE BIOPHARMA, INC.

–and–

ZYMEWORKS MERGER SUB 1

PLAN OF MERGER

Dated

[date]

TABLE OF CONTENTS

PAGE

Definitions and Interpretation

Plan of Merger

Approvals

Termination and Amendment

Counterparts

Governing Law

APPENDICES

Schedule 1.

Merger Agreement

Schedule 1 - 1

Schedule 2.

Memorandum and Articles of Association of the Surviving Company

Schedule 2 - 1

THIS PLAN OF MERGER is made on [date] BETWEEN

(1)

THERAVANCE BIOPHARMA, INC., an exempted company with limited liability incorporated under the Laws of

the Cayman Islands having its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the Surviving Company); and

(2)

ZYMEWORKS MERGER SUB 1, an exempted company with limited liability incorporated under the Laws of the

Cayman Islands having its registered office at Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands (the

Merging Company), (together the Constituent Companies).

WHEREAS

(A)

The board of directors of the Surviving Company and the sole director of the Merging Company have

approved the merger of the Constituent Companies, with the Surviving Company continuing as the surviving company (the Merger), upon the terms and subject to the conditions of the agreement and plan of merger dated June 28, 2026 among

Zymeworks Inc, the Surviving Company and the Merging Company (the Merger Agreement) and this Plan of Merger and pursuant to, and in accordance with, the provisions of Part 16 of the Companies Act (as revised) of the Cayman Islands (the

Companies Act).

(B)

The shareholders of the Surviving Company and the sole shareholder of the Merging Company have approved

this Plan of Merger on the terms and subject to the conditions set forth herein and otherwise in accordance with the Companies Act.

(C)

Each of the Surviving Company and the Merging Company wishes to enter into this Plan of Merger pursuant

to the provisions of Part 16 of the Companies Act.

IT IS AGREED as follows:

Definitions and Interpretation

1.1

Terms not otherwise defined in this Plan of Merger shall have the meanings given to them in the Merger

Agreement, a copy of which is annexed hereto as Schedule 1.

Plan of Merger

2.1

Constituent Companies

(a)

The constituent companies (as defined in the Companies Act) to this Plan of Merger are the Surviving Company

and the Merging Company.

(b)

The surviving company (as defined in the Companies Act) is the Surviving Company, which shall continue to be

named Theravance Biopharma, Inc.

2.2

Registered Office

(a)

Immediately prior to the Effective Time:

(i)

The registered office of the Surviving Company is at c/o Maples Corporate Services Limited, PO Box 309, Ugland

House, Grand Cayman, KY1-1104, Cayman Islands; and

(ii)

The registered office of the Merging Company is at c/o Appleby Global Services (Cayman) Limited, Suite 210, 2nd

Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands.

2.3

Authorized and Issued Share Capital

(a)

Immediately prior to the Effective Time:

(i)

The authorized share capital of the Surviving Company was US$2,002.30 divided into 200,000,000 Ordinary Shares

of a nominal or par value of US$0.00001 each and 230,000 Preferred Shares of a nominal or par value of US$0.00001 each;

(ii)

[ ] Ordinary Shares were issued and outstanding, and [ ]

Ordinary Shares were held by the Company in its treasury; and

(iii)

No Preferred Shares were issued and outstanding;

(b)

Immediately prior to the Effective Time:

(i)

The authorized share capital of the Merging Company was $50,000.00 divided into 50,000 ordinary shares of a par

value of $1.00 each; and

(ii)

1 ordinary share was issued and outstanding

(c)

At the Effective Time, the authorized share capital of the Surviving Company shall be increased from

US$2,002.30 divided into 200,000,000 Ordinary Shares of a nominal or par value of US$0.00001 each and 230,000 Preferred Shares of a nominal or par value of US$0.00001 each to

$50,000.00 divided into 50,000 ordinary shares of a nominal or par value $1.00 each,

by:

(i)

the decrease in the authorized share capital by cancellation of the unissued Preferred Shares of a nominal or

par value of US$0.00001 each:

from US$2,002.30 divided into 200,000,000 Ordinary Shares of a nominal or par value of

US$0.00001 each and 230,000 Preferred Shares of a nominal or par value of US$0.00001 each

to US$2,000.00 divided into 200,000,000

Ordinary Shares of a nominal or par value of US$0.00001 each;

(ii)

the consolidation of the authorized Ordinary Shares:

from US$2,000.00 divided into 200,000,000 Ordinary Shares of a nominal or par value of US$0.00001 each

to US$2,000.00 divided into 2,000 Ordinary Shares of a nominal or par value of US$1.00 each;

(iii)

the increase in the authorized share capital by the creation of an additional 48,000 Ordinary Shares of a

nominal or par value of US$1.00 each:

from US$2,000.00 divided into 2,000 Ordinary Shares of a nominal or par value of

US$1.00 each

to US$50,000.00 divided into 50,000 Ordinary Shares of a nominal or par value of US$1.00 each; and

(iv)

the redesignation of the authorized share capital:

from US$50,000.00 divided into 50,000 Ordinary Shares of a nominal or par value of US$1.00 each

to US$50,000.00 ordinary shares of a nominal or par value of US$1.00 each, having the rights and subject to the restrictions set out in the

M&A (as defined below).

2.4

Effective Time

In accordance with section 233(13) of the Companies Act, the Merger shall be effective on the date that this Plan of Merger is registered

by the Registrar, unless the Constituent Companies shall deliver a notice to the Registrar signed by a director of each Constituent Company specifying a later date in accordance with section 234 of the Companies Act in which case the Merger shall be

effective on the date specified in such notice to the Registrar (the Effective Time).

2.5

Terms and Conditions

The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the

Surviving Company or into other property, are set out in the Merger Agreement.

2.6

Registered Office and Share Rights

From the Effective Time:

(a)

The registered office of the Surviving Company shall be at c/o Appleby Global Services (Cayman) Limited, Suite

210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands;

(b)

the memorandum of association and the articles of association of the Surviving Company shall be amended and

restated by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association in the form annexed hereto as Schedule 2 (the M&A); and

(c)

the rights and restrictions attaching to the shares in the Surviving Company shall be as set out in the

M&A.

2.7

Property

At the Effective Time, the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits,

immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Company which shall be liable for and subject, in the same manner as each of the Constituent Companies, to all mortgages, charges, or security

interests and all contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.

2.8

Directors’ Interests in the Merger

(a)

The names and addresses of the Director(s) of the Surviving Company after the Merger becomes effective are as

follows:

(i)

[name] of [address]; and

(ii)

[name] of [address].

(b)

No amounts or benefits are or will be paid or become payable to any director of either of the Constituent

Companies consequent upon the Merger.

2.9

Secured Creditors

(a)

The Merging Company has no secured creditors and has granted no fixed or floating security interests that are

outstanding as at the date of this Plan of Merger.

(b)

The Surviving Company has no secured creditors and has granted no fixed or floating security interests that are

outstanding as at the date of this Plan of Merger.

Approvals

3.1

This Plan of Merger has been approved by the Boards of Directors of both of the Constituent Companies pursuant

to section 233(3) of the Companies Act.

3.2

This Plan of Merger has been authorized by the shareholders of both of the Constituent Companies pursuant to

section 233(6) of the Companies Act.

3.3

Each of the Constituent Companies agrees and undertakes with the other that it will, and will procure that one

of its Directors will, give, execute and file with the Registrar of Companies of the Cayman Islands such certificates, documents, declarations, undertakings and confirmations, and pay such fees, as may be required to be filed pursuant to section 233

of the Companies Act in order to consummate the Merger.

Termination and Amendment

4.1

At any time prior to the Effective Time, this Plan of Merger may be terminated or amended in accordance with

the terms of the Merger Agreement.

4.2

This Plan of Merger may be amended by the Board of Directors of both of the Constituent Companies to:

(a)

change the Effective Time provided that such changed date shall not be a date later than the ninetieth day

after the date of registration of this Plan of Merger with the Registrar; and/or

(b)

effect any other changes to this Plan of Merger which the directors of both of the Constituent Companies deem

advisable; provided that such changes do not materially adversely affect any rights of the shareholders of either of the Constituent Companies, as determined by the directors of the respective Constituent Companies.

Counterparts

5.1

This Plan of Merger may be executed in any number of counterparts, all of which taken together shall constitute

one and the same instrument. Any party may enter into this Plan of Merger by executing any such counterpart. Delivery of an executed counterpart of this Plan of Merger by email (PDF) or facsimile shall be effective as delivery of a manually executed

counterpart of this Plan of Merger.

Governing Law

6.1

This Plan of Merger and the rights and obligations of the parties hereto shall be governed by and construed in

accordance with the laws of the Cayman Islands.

6.2

Each of the parties agrees that the courts of the Cayman Islands shall have jurisdiction to hear and determine

any action or proceeding arising out of or in connection with this Plan of Merger only, and any non-contractual obligations arising out of or in connection with it, and for that purpose each party irrevocably

submits to the jurisdiction of the courts of the Cayman Islands.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS whereof this Plan of Merger has been entered into by the parties on the day and year first

above written.

Name:

)

Executed for and on behalf of

)

THERAVANCE BIOPHARMA, INC.

)

by its director

)

(Director)

Name:

)

Executed for and on behalf of

)

ZYMEWORKS MERGER SUB 1

)

by its director

)

(Director)

[Signature Page to

Plan of Merger]

Schedule 1. Merger Agreement

Schedule 1 - 1

Schedule 2. Memorandum and Articles of Association of the Surviving Company

Schedule 2 – 1

EXHIBIT C

FINANCING REORGANIZATION

[intentionally omitted]

EX-10.1

Filename: d156494dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

FORM OF

CONTINGENT

VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 202[ ] (this

“Agreement”), is entered into by and between Zymeworks Inc., a Delaware corporation (“Parent”), and [ ], a [ ], as Rights Agent.

RECITALS

WHEREAS,

Parent, Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Zymeworks Merger Sub I, an exempted company with limited liability incorporated

under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into the Agreement and Plan of Merger, dated as of June 28, 2026 (as it may be amended or supplemented from time to

time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company with the Company surviving (the “Merger”) as a wholly owned subsidiary of Parent, on

the terms and subject to the conditions set forth therein; and

WHEREAS, as an integral part of the consideration of the Merger, pursuant

to and subject to the terms and conditions set forth in the Merger Agreement, holders of Ordinary Shares issued and outstanding immediately prior to the Effective Time (other than Canceled Shares and the Dissenting Shares, in each case, as defined

in the Merger Agreement), including holders of Company Options, Company RSU Awards and Company PSU Awards will be entitled to receive a right to contingent payments (as set forth in the Merger Agreement), subject to and in accordance with the terms

of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the consummation of the transactions referred to above, Parent

and Rights Agent agree, for the equal and proportionate benefit of all Holders (as hereinafter defined), as follows:

ARTICLE I

DEFINITIONS; CERTAIN RULES OF CONSTRUCTION

Section 1.1 Definitions. Capitalized terms used in and not otherwise defined in this Agreement will have the meanings given to

such terms in the Merger Agreement. As used in this Agreement, the capitalized terms below have the following meanings:

“Acting

Holders” means, at the time of determination, Holders of not less than a majority of the outstanding CVRs, as set out in the CVR Register.

“Affiliate” means, with respect to any Person, any other Person that is directly or indirectly, controlling, controlled by,

or under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of

the power to direct or cause the direction of management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Assignee” has the meaning set forth in

Section 6.3(a).

“Business Day” means any day other than a Saturday or Sunday and other than

a day on which banks are required or authorized to close in the Cayman Islands, San Francisco, California or Ireland.

“Change of

Control” means, with respect to a Person, directly or indirectly, (a) a consolidation, merger or similar business combination involving such Person in which (i) such person is not the surviving entity or (ii) the holders of

voting securities of such Person immediately prior thereto are holders of less than fifty percent (50%) of the voting securities of the surviving Person immediately after such transaction, (b) a sale or other disposition of all or substantially

all of the assets of such Person on a consolidated basis in one transaction or a series of related transactions, or the (c) acquisition of beneficial ownership by any Person or group of more than fifty percent (50%) of the outstanding voting

securities of such Person.

“Cover” means, with respect to any Patent and the subject matter at issue, that, but for a

license granted under such Patent Right, the manufacture, use, sale, offer for sale or importation of such subject matter would infringe a claim in such Patent, or, in the case of a Patent that has not issued, would infringe a claim in such Patent

application if such application were to issue as a patent.

“CVRs” means the rights of Holders to receive contingent

cash payments pursuant to this Agreement.

“CVR License Proceeds” means eighty percent (80%) of any Net License

Proceeds.

“CVR Payment Amount” means (a) in respect of any CVR License Proceeds to be paid by Parent or any of

its Affiliates (including the Surviving Company) to any given Holder per CVR, the amount of (i) such CVR License Proceeds, divided by (ii) the total number of CVRs outstanding as of the close of business on the date of the

applicable Payment Notice, (b) in respect of the First Commercial Sale Milestone, the First Commercial Sale Milestone Payment and (c) in respect of any Royalties to be paid by Parent or any of its Affiliates (including the Surviving

Company) to any given Holder per CVR, the amount of (i) such Royalties, divided by (ii) the total number of CVRs outstanding as of the close of business on the date of the applicable Payment Notice; provided that, to the

extent a CVR Payment Date will occur more than five (5) years after the Effective Time, the total number of CVRs outstanding as of the close of business on the relevant date for purposes of prong (a), (b) and (c) shall exclude any Equity

Award CVRs that are ineligible for such payments due to the Section 409A Condition.

“CVR Payment Date” means

(a) with respect to any CVR License Proceeds, no later than thirty (30) days after (i) the Closing Date, if a CVR Product License has been executed prior to such date and License Proceeds were actually paid to Parent or its Affiliates

(including the Surviving Company) prior to the Closing Date and (ii) the end of a calendar quarter in which Parent or any of its Affiliates were actually paid any License Proceeds, (b) with respect to the First Commercial Sale Milestone

Payment, no later than thirty (30) days after the First Commercial Sale Milestone occurs, and (c) with respect to the Royalties, no later than thirty (30) days after the end of each calendar quarter during the Royalty Term.

“CVR Product” means any therapeutic product that contains ampreloxetine

or any salt, ester, prodrug, metabolite, solvate, polymorph, free-base, hydrate, or isomer thereof, including all forms, presentations, doses, or formulations of the foregoing.

“CVR Product License” means a license, sublicense, sale, transfer, divestiture, disposition or other monetization

transaction of any CVR Product for use for any indication in any country, or any rights (including intellectual property) related thereto (a “Disposition”), entered into with a third party prior to the License Expiration Date;

provided that a CVR Product License does not include any Contract providing for (a) the mere right to distribute or purchase the CVR Product from Parent or its Affiliates, (b) third-party subcontractors that act on behalf of Parent

or its Affiliates in the supply chain or that perform discrete services on behalf of Parent or its Affiliates, (c) any license or sublicense granted by Parent or its Affiliates to settle any litigation or a dispute in connection with which no

license fee royalty, upfront, milestone or other similar payments for rights to exploit the applicable Intellectual Property is paid or payable, or (d) compulsory licenses to the extent required by any Governmental Entity (it being understood

with respect to the inclusion of a “sale” in this definition that in certain circumstances such a transaction could create financial concerns for Parent that may cause it to exercise its right not to consent to such transaction).

“CVR Register” has the meaning set forth in Section 2.3(b).

“DTC” means The Depository Trust Company or any successor thereto.

“Equity Award CVR” means a CVR issued to a Holder in respect of a Company Equity Award.

“Final Determination” means with respect to (a) United States federal income Taxes, a “determination”

within the meaning of Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870-AD and (b) Taxes other than United States federal income Taxes, any final determination of

liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for

refunds, amended returns or appeals from adverse determinations).

“First Commercial Sale” means, with respect to a CVR

Product, the first bona fide sale in an arm’s length transaction in a country to a third party by or on behalf of Parent or any of its Affiliates (but not by or on behalf of the counterparty to any CVR Product License or any of its Affiliates

exercising rights under such CVR Product License) following receipt of approval from the applicable Governmental Authority to market and sell such CVR Product in such country, including, where required as a legal prerequisite to sale, applicable

pricing and reimbursement approvals. For the avoidance of doubt, a first sale for compassionate use or named patient program sales, for use in clinical trials or other research and development activities, as samples, or for testing, validation or

regulatory purposes, or supply that is made free of charge, by donation, or at or below cost, shall not constitute a First Commercial Sale for purposes of this Agreement.

“First Commercial Sale Milestone” means the First Commercial Sale of any

CVR Product in any Major Market; provided that such sale occurs on or prior to the License Expiration Date.

“First Commercial

Sale Milestone Payment” means $[___]1 per CVR.

“Holder”

means a Person in whose name a CVR is registered in the CVR Register at the applicable time.

“License Expiration Date”

means the date that is ten (10) years after the Closing Date.

“Major Market” means any of the United States,

United Kingdom, Spain, France, Germany and Italy.

“Net License Proceeds” means any consideration that is actually paid

to Parent or any of its Affiliates in connection with the CVR Product License, without duplication, including upfront, milestone, royalty, and other similar payments but excluding any consideration specifically identified by the counterparty to such

CVR Product License or any of its Affiliates as payment to reimburse Parent or its Affiliates for costs incurred under the CVR Product License for research and development services or patent prosecution (“License Proceeds”), net

of Permitted Deductions. For clarity, in no event will a Change of Control of Parent or its Affiliates be deemed to create or result in Net License Proceeds unless at the time of such Change of Control, the CVR Product represents all or

substantially all of the assets or business of the Parent or the applicable Affiliate.

“Net Sales” means, with respect

to any CVR Product, the gross amount invoiced for such CVR Product by or on behalf of Parent or any of its Affiliates (but not by or on behalf of the counterparty to any CVR Product License or any of its Affiliates exercising rights under such CVR

Product License) to a third party, less the following deductions actually incurred, allowed, paid and accrued, to the extent with respect to such CVR Product, in each case, by Parent or its applicable Affiliates as calculated in accordance with

GAAP:

(a) trade, cash and quantity discounts, cash and non-cash coupons, and chargeback payments

and rebates granted to trade customers, managed health care organizations, pharmaceutical benefit managers, group purchasing organizations, or federal, state, or local Governmental Authorities;

(b) credits, allowances and chargebacks for claims, spoiled, damaged or outdated goods, rejections or returns, including product returned in

connection with recalls or withdrawals;

including VAT (net of any reimbursement of VAT actually received);

(d) actual freight and insurance costs incurred, but not reimbursed by

customers, in transportation to customers;

Note to Draft: To be $50 million in the aggregate for the total number of CVRs.

(e) any fees or other charges that become due in connection with any healthcare reform,

change in government pricing or discounting schemes, or other action of a Governmental Authority, including that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub. L. No. 111-148 or similar sales-based fees adopted in the future, in each case, to the extent reasonably allocable to sales of the applicable product; and

(f) amounts that are written off as uncollectible in accordance with the accounting procedures of the applicable Seller; provided that if any

such written-off amounts are subsequently collected, such collected amounts shall be included in Net Sales in the period in which they are subsequently collected.

For the avoidance of doubt, if a single item falls into more than one of the categories set forth in clauses (a)-(f) above, such item may not be deducted more

than once. Unless otherwise specified herein, Net Sales shall be calculated in accordance with GAAP.

Sales of the applicable CVR Product by a Parent to

any of its Affiliates for subsequent resale by such Affiliate (or vice versa) to a third party will not be a sale for purposes of “Net Sales.” Net Sales shall include any monetary damages from a third party in an action brought for such

third party’s infringement of any Patents that Cover any CVR Product, less any out-of-pocket, unreimbursed expenses incurred by the Parent or any of its Affiliates

in bringing such action.

The supply of CVR Product as samples for charitable or promotional purposes, for use in

non-clinical studies or clinical trials or any test or other studies reasonably necessary to comply with any applicable Laws, or other instances that are otherwise normal and customary in the industry,

including “treatment IND sales,” “named patient sales,” “compassionate use sales” and other sales as part of an expanded access program, shall not be included in the computation of Net Sales. In the case of any non-cash consideration received by Parent or its Affiliates (as applicable) for sale of a Product, the amount included in Net Sales shall be the fair market value of such

non-cash consideration.

“Officer’s Certificate” means a certificate

signed by the chief executive officer, president, chief financial officer, or other Person duly authorized to act on behalf of Parent for such purpose or for any general purpose.

“Permitted Deductions” means the sum, without duplication, of the following costs or expenses:

(a) any documented Ampreloxetine Royalty Payments (as defined in the RP Agreement) actually paid by Parent or any of its Affiliates (including

the Surviving Company) to Royalty Pharma Investments 2019 ICAV or any successor or assignee thereof pursuant to the RP Agreement to the extent solely with respect to the CVR Product with respect to which the applicable License Proceeds are payable;

(b) any applicable Taxes (including any applicable value added or sales Taxes) imposed on

the CVR Product License or with respect to the License Proceeds (and which are either imposed on Parent, the Company or their Affiliates or otherwise reduce the amount of License Proceeds received by Parent, the Company or their Affiliates) that

would not have been incurred by Parent, the Company or their Affiliates but for (i) the consummation of the CVR Product License, (ii) the License Proceeds having been received or accrued by the Company, the Surviving Company or its or

their applicable subsidiaries or (iii) in connection with the distribution of the License Proceeds to Parent for the performance of its obligations under this Agreement (in each case, regardless of the due date of such Taxes); provided

that for purposes of calculating income Taxes payable by Parent, the Company or their Affiliates in respect of the License Proceeds, such income Taxes shall be calculated without taking into account any net operating losses or other tax attributes

(including Tax credits and capital loss carryovers) or any deductions generated by Parent, the Company or any of their Affiliates at any time before or following the Closing, other than, in each case, (x) any Tax basis that Parent, the Company

or their Affiliates may have in the rights or assets licensed pursuant to a CVR Product License that is available for offset against the License Proceeds or (y) any Tax attributes generated by a Permitted Deduction otherwise taken into account

under this Agreement;

out-of-pocket costs and expenses directly incurred in good faith solely in the Disposition of such CVR Product and actually paid by Parent or any of its Affiliates

(including the Surviving Company) to a third party during the term of this Agreement, including research and development costs for such CVR Product, costs of required technology transfer activities for such CVR Product pursuant to the CVR Product

License, costs in respect of head licenses for sublicensed technology that claims, covers or is otherwise incorporated in such CVR Product, and prosecution, maintenance, or enforcement by Parent or any of its Affiliates of Intellectual Property that

covers claims or is otherwise used with such CVR Product, but excluding any costs related to a breach of this Agreement by Parent or any of its Affiliates, including costs incurred in litigation in respect of the same;

(d) any reasonable and documented unreimbursed out-of-pocket

costs and expenses directly incurred in good faith solely in compliance with Parent’s or its Affiliates’ obligations under the CVR Product License in respect of such CVR Product and actually paid by Parent or any of its Affiliates

(including the Surviving Company) to the counterparty to the applicable CVR Product License during the CVR Period; and

(e) any reasonable

and documented unreimbursed out-of-pocket costs and expenses directly incurred in good faith solely in negotiation of or entering into any CVR Product License with

respect to such CVR Product and actually paid by Parent or any of its Affiliates to a third party including any representative’s fee, rights agent fee, brokerage fee, finder’s fee, opinion fee, success fee, transaction fee, service fee,

legal fees, or other fee, commission or expense owed to any broker, finder, investment bank, auditor, accountant, counsel, advisor or other third party in relation thereto, but excluding any costs related to a breach of this Agreement by Parent or

any of its Affiliates, including costs incurred in litigation in respect of the same.

For the avoidance of doubt, notwithstanding anything to the contrary herein, Permitted Deductions shall not

include, and no amount shall be deducted from License Proceeds in respect of, any (a) indirect, overhead, general or administrative costs or expenses; (b) internal costs of Parent or any of its Affiliates, including salaries, wages, benefits,

bonuses or other compensation of any employee, officer or director; (c) allocated, apportioned or imputed costs of any kind; (d) depreciation, amortization or other non-cash charges; (e) cost or

expense not actually paid in cash to a bona fide third party that is not an Affiliate of Parent; or (f) cost or expense incurred in connection with any product or service other than the applicable CVR Product.

“Permitted Transfer” means a transfer of CVRs (a) upon death of a Holder by will or intestacy; (b) made by

instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (c) made pursuant to a court order; (d) made by operation of law (including by consolidation or

merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; or (e) in the case of CVRs held in book-entry or other similar nominee

form, from a nominee to a beneficial owner and, if applicable, through an intermediary, or from such nominee to another nominee for the same beneficial owner, to the extent allowable by DTC.

“Regulatory Authority” means, with respect to a particular country, the Governmental Authority(ies) responsible for

granting approval for the commercial marketing and sale (including pricing and reimbursement approval) of a drug product, including U.S. Food and Drug Administration (or any successor thereto) in the U.S.

“Regulatory Exclusivity” means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory

Authority with respect to a CVR Product other than Patents, including rights conferred in the U.S. under the Hatch-Waxman Act or the FDA Modernization Act of 1997 (including pediatric exclusivity), and rights similar thereto outside the U.S.

“Rights Agent” means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent will

have become such pursuant to the applicable provisions of this Agreement, and thereafter “Rights Agent” will mean such successor Rights Agent.

“Royalties” means the product obtained by multiplying (1) ten percent (10%) by (2) the aggregate amount of

Net Sales of the CVR Products during the applicable period.

“Royalty Term” means, on a

country-by-country basis and CVR Product-by-CVR Product basis, the period commencing on

the First Commercial Sale of such CVR Product in such country and continuing until the later of (i) the expiration of the last-to-expire Patent (which has not been

held invalid or unenforceable by a patent office, court or other Governmental Authority of competent jurisdiction in an unappealable decision or unappealed decision within the time allowed for appeal) that Covers such CVR Product in such country;

(ii) the expiration of any Regulatory Exclusivity for such CVR Product in such country; or (iii) the tenth (10th) anniversary of the First Commercial Sale of such CVR Product in such country.

“RP Agreement” means that certain Equity Purchase and Funding Agreement, dated as of July 13, 2022, by and between

Theravance Biopharma, Inc. and Royalty Pharma Investments 2019 ICAV, as amended, modified, or supplemented.

“Section 409A Condition” has the meaning ascribed to it in Section 2.1 of this

Agreement.

“United States” means the United States of America and its territories

and possessions.

Section 1.2 Interpretation. When reference is made in this Agreement to an Article, Exhibit, Schedule or

Section, such reference shall be to an Article, Exhibit, Schedule or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they

shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer

to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless

otherwise defined therein. Words of any gender include each other gender and neuter genders and words using the singular or plural number also include the plural or singular number, respectively. Any Contract or Law defined or referred to herein

means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Laws) by succession or comparable successor statutes and references to all attachments

thereto and instruments incorporated therein. The word “or” shall not be exclusive. With respect to the determination of any period of time, “from” means “from and including.” The word “will” shall be

construed to have the same meaning as the word “shall.” Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. The word “to the extent” shall mean the

degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” References to “dollars” or “$” are to United States dollars. Any deadline or time period set forth in this Agreement

that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day. References to written consent of a party in this Agreement shall include email.

ARTICLE II

CONTINGENT VALUE RIGHTS

Section 2.1 CVRs. In accordance with the Merger Agreement and pursuant to the Merger, each Holder is entitled to one CVR for

(a) each Ordinary Share, (b) each Ordinary Share underlying a Company Option that is converted into the right to receive the Merger Consideration in accordance with Section 2.2(b)(i) of the Merger Agreement, (c) each Ordinary

Share underlying a Company RSU Award that is converted into the right to receive the Merger Consideration in accordance with Section 2.2(b)(ii) of the Merger Agreement and (d) each Ordinary Share underlying a Company PSU Award that is

converted into the right to receive the Merger Consideration in accordance with Section 2.2(b)(iii) of the Merger Agreement. Each CVR represents the right of a Holder to receive the CVR Payment Amount in accordance with this Agreement.

Notwithstanding anything in this Agreement or the Merger Agreement to the contrary, solely to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Holders of Equity Award CVRs shall not

be eligible to receive CVR Payment Amounts that are payable on any CVR Payment Date that will occur more than five (5) years after the Effective Time, in accordance with Treasury Regulation section

1.409A-3(i)(5)(iv)(A) (the “Section 409A Condition”). Equity Award CVRs shall cease to be outstanding if and when they become ineligible to accrue CVR Payment Amounts due

to the Section 409A Condition.

Section 2.2 Nontransferable. The CVRs may not be sold, assigned, transferred,

pledged, encumbered, or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in

violation of this Section 2.2, shall be void ab initio and of no effect.

Section 2.3 No Certificate;

Registration; Registration of Transfer; Change of Address.

(a) The CVRs will not be evidenced by a certificate or other instrument.

(b) The Rights Agent, acting solely for this purpose as a non-fiduciary agent of Parent, will

keep a register (the “CVR Register”) for the purpose of recording the names and addresses of the applicable Holders, as well as transfers of CVRs as herein provided. The entries in the CVR Register shall be conclusive absent

manifest error, and Parent and the Rights Agent shall treat each Person whose name is recorded in the CVR Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Agreement. The CVR Register shall be available for

inspection by the Parent at any reasonable time and from time to time upon reasonable prior notice. The Rights Agent is hereby initially appointed the CVR registrar (the “CVR Registrar”) for purposes of registering CVRs and

Permitted Transfers of CVRs as provided for herein. Upon any change in the identity of the Rights Agent, the successor Rights Agent will automatically also become the successor CVR Registrar. The CVR Register will initially show one position for

Cede & Co. representing all of the Ordinary Shares held by DTC on behalf of the street holders of the Ordinary Shares held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility

whatsoever directly to the street name holders with respect to transfers of CVRs.

forth in Section 2.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument of transfer (i) in a form reasonably satisfactory to the Rights Agent pursuant to its guidelines,

(ii) that is duly executed by the Holder thereof or the Holder’s attorney duly authorized in writing, the Holder’s personal representative or the Holder’s survivor, and (iii) that sets forth in reasonable detail the

circumstances relating to the transfer. Upon receipt of such written notice, the Rights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and

conditions of this Agreement (including the provisions of Section 2.2), register the transfer of the CVRs in the CVR Register. The Rights Agent shall not be obligated to undertake any action with respect to the transfer of

the CVRs until it shall have been provided with such additional information or material as it may reasonably require to determine that the transfer complied with the terms and conditions of this Agreement. Parent and Rights Agent may require payment

of a sum sufficient to cover any stamp or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer, unless such Holder has demonstrated to the reasonable satisfaction of Parent and Rights Agent

that any such Tax or charge has been paid or is not applicable. All duly transferred CVRs registered in the CVR Register will be the valid obligations of Parent, evidencing the same right and will entitle the transferee to the same benefits and

rights under this Agreement, as those previously held by the transferor. No transfer of a CVR will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void and invalid.

(d) A Holder may make a written request to the Rights Agent to change such Holder’s

address of record in the CVR Register. The written request must be duly executed by the Holder. Upon receipt of such written notice, the Rights Agent will promptly record the change of address in the CVR Register.

Section 2.4 No Diligence Obligations. The Rights Agent (on behalf of itself and on behalf of the Holders) acknowledges that

(i) Parent makes (x) no guarantees or promises that any License Proceeds or Royalties will become payable or be paid to Parent or its Affiliates at all or by any specific date, or that any CVR Product License will be executed, or that the

First Commercial Sale Milestone will occur, and (y) no statements, assessments, or predictions have been made or are being provided, and no reliance on any statements, assessments, or predictions should be made, in any case regarding

(A) the likelihood of any CVR Product License being executed prior to the License Expiration Date, that the First Commercial Sale Milestone will occur or that there will be any Net Sales or (B) even if a CVR Product License is executed

prior to the License Expiration Date, that any License Proceeds will become payable or be paid to Parent or its Affiliates (ii) there is no assurance that the Holders will receive any payment under this Agreement, including as described under

Section 2.5, unless, and if and only if, (1) both a CVR Product License is executed prior to the License Expiration Date and Parent or any of its Affiliates actually receive payment of any License Proceeds or

(2) the First Commercial Sale Milestone occurs, (iii) Parent has not prior to the date hereof, promised or projected any amounts to be received by the Holders in respect of any payments described in Section 2.5

and no statements of Parent, that have been, or may be, made, may, or will, be construed as Parent making any such promise or projection, (iv) (A) except as otherwise expressly set forth herein or in the Merger Agreement, none of the Rights

Agent and any Holder is relying on or has relied on any promises, projections, representation or warranty of any kind or other information, documents or materials (or absence thereof), or will rely on any promises, projections, representation or

warranty of any kind or other information, documents or materials (or absence thereof), in respect of any payments described in Section 2.5, including with respect to the operation of the Surviving Company’s business

following the Closing Date, (B) Parent shall have the right to, or not to, own, operate, use, (sub)license, research, develop, commercialize and otherwise practice, use and exploit the assets of the Surviving Company’s business in any way

that Parent deems appropriate in its sole business judgment, (C) neither Parent nor any of its Affiliates shall have any obligation to make any particular level of efforts or engage in any particular or specific activities in connection with

the ownership of the Surviving Company or any other Person relevant to any License Proceeds or the CVR Product, or with respect to executing a CVR Product License or otherwise, and (D) Parent does not have any obligation, express or implied, to

research, develop, manufacture, commercialize, or otherwise practice, use or exploit the assets of the Surviving Company’s business, in any manner, including in order to make, maximize or expedite the payments described in

Section 2.5. Except as otherwise expressly set forth herein or in the Merger Agreement, the Rights Agent (on behalf of itself and on behalf of the Holders) hereby (1) disclaims reliance on any such promises,

projections, representations, warranties or other information, documents or materials (or absence thereof), (2) understands and agrees that no such promises, representations, warranties, projections and other information, documents and materials (or

absence thereof) have been, or will be, made by Parent, (3) acknowledges and agrees that the CVRs and the possibility

of any payment hereunder with respect thereto are highly speculative and subject to numerous factors outside of the control of Parent or its Affiliates, and there is no assurance that Holders

will receive any payments under this Agreement or in connection with the CVRs and (4) acknowledges and agrees that this Section 2.4 is an essential and material term of this Agreement.

Section 2.5 Payment Procedures; Notices.

(a) On or prior to each CVR Payment Date (if any), Parent shall (i) deliver to the Rights Agent (x) a written notice

(A) indicating that the Holders are entitled to receive a payment of CVR License Proceeds, the First Commercial Sale Milestone Payment, or Royalties (as applicable), (B) in respect of a payment of CVR License Proceeds, including the amount of

License Proceeds actually paid to Parent or its Affiliates in the calendar quarter prior to such CVR Payment Date and a calculation of Net License Proceeds for such calendar quarter and (C) in respect of a payment of Royalties, including the

amount of Net Sales for the CVR Products during the applicable calendar quarter and a calculation of the Royalties related thereof (a “Payment Notice”) and (y) an Officer’s Certificate certifying the date of receipt of

the CVR License Proceeds by Parent or any of its Affiliates, or the First Commercial Sale Milestone, (as applicable) and that the Holders are entitled to receive the applicable CVR License Proceeds, the First Commercial Sale Milestone Payment or

Royalties (as applicable) and (ii) in accordance with Section 4.2, transfer to the Rights Agent the CVR Payment Amount then due and payable to each Holder. Notwithstanding anything to the contrary set forth herein,

Parent shall, (I) or shall cause the Surviving Company to, pay the applicable CVR Payment to each holder of Equity Award CVRs through the Surviving Company’s or its Affiliates (including Parent’s or any of its Affiliates’)

payroll system or any successor system for former employees, subject to Section 2.5(c) of this Agreement and (II) not be required to make any payments hereunder if no CVR Product License has been executed on or prior

to the License Expiration Date or if no License Proceeds are actually paid to Parent or its Affiliates, or the First Commercial Sale Milestone does not occur, or pay any CVR License Proceeds with respect to License Proceeds or Royalties,

respectively, for which CVR License Proceeds or Royalties (as applicable) have already been paid.

(b) The Rights Agent will promptly,

and, in any event, within ten (10) Business Days of receipt of any Payment Notice (each such date, a “Payment Notice Date”), send each Holder at its registered address a copy of the applicable Payment Notice. At the time the

Rights Agent sends a copy of such Payment Notice to each Holder, the Rights Agent will also pay the applicable CVR Payment Amount to each Holder (other than amounts due to Holders in respect of Equity Award CVRs, which shall be paid in accordance

with Section 2.5(a) and Section 2.5(c)), with each Holder receiving, subject to this Section 2.5(b), the CVR Payment Amount. The CVR License Proceeds, Royalties and First

Commercial Sale Milestone Payment payable under this Agreement shall be paid in United States Dollars by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such

Payment Notice Date.

respect of Equity Award CVRs) shall be entitled to deduct and withhold, or cause the Rights Agent to deduct and withhold, from any CVR Payment Amount such amounts as may be required to be deducted and withheld therefrom under applicable Tax Law or

other applicable Law, as may reasonably be determined by Parent or the Rights Agent;

provided that with respect to payments in respect of Equity Award CVRs, any such withholding shall be made, or caused to be made, by Parent through the Surviving Company’s or its

Affiliates’ payroll system, as relevant, or any successor payroll system. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder (other than amounts due to Holders in respect of

Equity Award CVRs), Parent shall instruct the Rights Agent to, and upon receipt of such instruction the Rights Agent shall, solicit IRS Forms W-9 or an applicable IRS Form

W-8, or any other appropriate forms, from Holders within a reasonable amount of time in order to provide the opportunity for the Holder to provide such forms (or any other necessary Tax forms) in order to

mitigate or reduce such withholding. Parent or its Affiliates (or the Surviving Company or applicable successor in the case payments in respect of Equity Award CVRs) shall, or shall cause the Rights Agent to, take all action that may be necessary to

ensure that any amounts withheld in respect of Taxes are timely remitted to the appropriate Governmental Entity. To the extent any amounts are so deducted and withheld and remitted to the appropriate Governmental Entity, such amounts shall be

treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. At such times required by applicable Law, Parent or the Rights Agent, Parent (or the Company or applicable

successor in the case of payments in respect of Equity Award CVRs) shall use commercially reasonable efforts to deliver (or shall cause the Rights Agent to deliver) to the person to whom such amounts would otherwise have been paid an original IRS

Form 1099, IRS Form W-2, IRS Form 1042-S, or other applicable form evidence of such withholding to the extent required by applicable Law. CVR License Proceeds paid in

respect of each Equity Award CVR shall be treated for all U.S. federal and applicable state and local income Tax purposes, as wages in the year in which the CVR License Proceeds are made (and not upon the receipt of such Equity Award CVR) unless

otherwise required pursuant to a Final Determination. Payments in respect of Equity Award CVRs are intended to constitute payments within the “short-term deferral” period following the lapse of a “substantial risk of

forfeiture” (as such terms are defined for purposes of Section 409A of the Code) or shall otherwise be paid in compliance with or under an alternative exemption from Section 409A of the Code. Without limiting the foregoing, the

parties intend that each Equity Award CVR is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance therewith. None of the parties to this Agreement nor any of their

employees, directors or representatives shall have any liability to a holder of Equity Award CVRs or other Person in respect of Section 409A of the Code.

(d) Any portion of any CVR Payment Amount delivered to the Rights Agent that remains undistributed to a Holder six (6) months after the

date of the delivery of the Payment Notice will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of the applicable CVR Payment Amount, without interest, but such Holder will have

no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law.

(e) Neither Parent

nor the Rights Agent will be liable to any person in respect of any CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. In addition to and not in limitation of any other indemnity

obligation herein, Parent agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent.

(f) Parent and the Rights Agent agree to treat the CVRs (other than the Equity Award CVRs)

for all U.S. federal and applicable state, local and foreign income Tax purposes, (i) except to the extent treated as imputed interest, as additional consideration for, or in respect of, the Ordinary Shares; (ii) a “closed

transaction” in which the fair market value of the CVRs is included in income in the taxable year of the Closing; and (iii) if and to the extent such amounts are paid to any person under this Agreement, a portion may be treated as

interest to the extent required pursuant to Section 483 or Section 1274 of the Code and, in each case, none of the Parties will take any position to the contrary on any Tax Return, in each case, related to U.S. federal, and applicable

state and local income Tax purposes, except as otherwise required by a Final Determination. Parent shall or shall cause the Rights Agent to report such imputed interest on the CVRs as required by applicable Law. The Rights Agent shall be responsible

for information reporting required under applicable Law with respect to the CVRs, including reporting the fair market value of the CVRs upon the Holders’ receipt of such CVRs on Internal Revenue Service Form

1099-B, which fair market value shall be reasonably determined by Parent in good faith, and reporting any payments hereunder on Internal Revenue Service Form 1099-B or

other applicable form to the extent required under applicable Law. The Rights Agent shall use commercially reasonable efforts to distribute to security depository agents, clearing houses and other similar parties a statement prepared by Parent for

purposes of reporting the fair market value of the CVR to Holders of CVRs (other than Equity Award CVRs) that are subject to United States federal income taxes but for which the Rights Agent is not required by applicable Law to report such value on

Internal Revenue Service Form 1099-B or other applicable form.

(g) The indemnification provided

by this Section 2.5 shall survive the resignation, replacement or removal of the Rights Agent and the termination of this Agreement.

Section 2.6 No Voting, Dividends or Interest; No Equity or Ownership Interest in Parent.

(a) The CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any Holder.

(b) The CVRs will not represent any interests in the capital of, or any equity or ownership interest in, Parent or in any constituent company

to the Merger, or any of their respective subsidiaries (including the Surviving Company).

Section 2.7 Ability to Abandon CVR.

A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement shall prohibit Parent or any of its

Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed

extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V hereunder.

ARTICLE III

THE RIGHTS AGENT

Section 3.1 Certain Duties and Responsibilities.

(a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent

of its willful misconduct, bad faith or gross negligence. No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in

the exercise of any of its rights or powers and in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever, even if the Rights Agent has been advised of the

likelihood of such loss or damages and regardless of the form of action.

(b) The Holders, acting by the written consent of the Acting

Holders, may direct in writing the Rights Agent to act on behalf of the Holders in enforcing any of their rights hereunder. The Rights Agent shall be under no obligation to institute any action, suit or proceeding, or to take any other action likely

to result in the incurrence of expenses by the Rights Agent; provided that, in the event that the Rights Agent elects to institute any action, suit or proceeding, or to take any other action directed by the Holders, the Acting Holders (on

behalf of all Holders) shall furnish the Rights Agent with reasonable security and indemnity for any costs and expenses that may be incurred pursuant to an agreement in form and substance satisfactory to the Rights Agent and shall reimburse the

Rights Agent for any such costs and expenses upon demand by the Rights Agent. All rights of action under this Agreement may be enforced by the Rights Agent and any action, suit or proceeding instituted by the Rights Agent shall be brought in its

name as the Rights Agent and any recovery in connection therewith shall be for the proportionate benefit of all the Holders, as their respective rights or interests may appear. For the avoidance of doubt, the Rights Agent shall not be obligated to

act on behalf of the Holders notwithstanding the Rights Agent’s receipt of a written direction from the Acting Holders in accordance with this clause (b).

Section 3.2 Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are

specifically set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent. In addition:

(a) the Rights Agent may rely and will be protected and held harmless by Parent in acting or refraining from acting upon any resolution,

certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) whenever the Rights Agent will deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action

hereunder, the Rights Agent may request and rely upon an Officer’s Certificate, and the Rights Agent shall, in the absence of bad faith, gross negligence or willful misconduct on its part, incur no liability and be held harmless by Parent for

or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such Officer’s Certificate;

advice of such counsel, or an opinion of such counsel will be full and complete authorization and protection to the Rights Agent and the Rights Agent shall be held harmless by Parent in respect of any action taken, suffered or omitted by it

hereunder in good faith and in reliance thereon;

(d) the permissive rights of the Rights Agent to do things enumerated in this Agreement

will not be construed as a duty;

(e) the Rights Agent will not be required to give any note or surety in respect of the execution of

such powers or otherwise in respect of the premises;

(f) the Rights Agent shall not be liable for or by reason of, and shall be held

harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only;

(g) the Rights Agent shall not be liable and shall be held harmless by Parent in respect of the validity of this Agreement and the execution

and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any

breach by Parent of any covenant or condition contained in this Agreement;

(h) Parent agrees to indemnify Rights Agent for, and hold

Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with Rights Agent’s duties under this Agreement (other than personal property Taxes, corporate excise or privilege Taxes,

property or license Taxes, Taxes relating to the Rights Agent’s personnel, and Taxes imposed on or measured by the Rights Agent’s gross revenues, net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)),

including the costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss has been determined by a court of competent jurisdiction to be a result of Rights Agent’s gross negligence, bad

faith or willful misconduct;

(i) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this

Agreement as agreed upon in writing by the Rights Agent and Parent on or prior to the date hereof; and (ii) without limiting the foregoing (i), (1) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable expenses and

other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than personal property Taxes, corporate excise or privilege Taxes, property or license Taxes, Taxes relating to the Rights Agent’s

personnel, and Taxes imposed on or measured by the Rights Agent’s gross revenues, net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)); provided that if the Rights Agent determines in the absence of bad

faith that it has received a refund of any Tax or governmental charge borne by Parent pursuant to this clause (1), the Rights Agent shall promptly repay such refund to Parent, and (2) to reimburse the Rights Agent for all reasonable and

necessary documented out-of-pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder;

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own

funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against

such risk or liability is not reasonably assured to it; and

(k) No Holder shall be obliged to indemnify the Rights Agent for any

services or actions under this Agreement and the Rights Agent shall not be entitled to deduct any sums from a CVR Payment Amount in any circumstance except as provided in Section 2.5(b).

Section 3.3 Resignation and Removal; Appointment of Successor.

(a) Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation will take effect,

which notice will be sent at least sixty (60) days prior to the date so specified but in no event will such resignation become effective until a successor Rights Agent has been appointed. Parent has the right to remove Rights Agent at any time

by a Parent Board Resolution specifying a date when such removal will take effect, but no such removal will become effective until a successor Rights Agent has been appointed. Notice of such removal will be given by Parent to Rights Agent, which

notice will be sent at least sixty (60) days prior to the date so specified. The Acting Holders have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect, but no such removal will become

effective until a successor Rights Agent has been appointed. Notice of such removal will be given by the Acting Holders to Rights Agent, which notice will be sent at least sixty (60) days prior to the date so specified.

(b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes

incapable of acting, Parent, by a Parent Board Resolution, will as soon as is reasonably possible appoint a qualified successor Rights Agent who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of

national reputation or the corporate trust department of a commercial bank. The Rights Agent will cooperate with Parent and any successor Rights agent as reasonably requested in connection with the transition of the duties and responsibilities of

the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with

Section 3.4, become the successor Rights Agent.

removal of a Rights Agent and each appointment of a successor Rights Agent by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice will include the name and

address of the successor Rights Agent. If Parent fails to send such notice within ten (10) days after acceptance of appointment by a successor Rights Agent in accordance with Section 3.4, the successor Rights Agent

will cause the notice to be mailed at the expense of Parent.

Section 3.4 Acceptance of Appointment by Successor. Every successor Rights Agent

appointed pursuant to Section 3.3(b) hereunder will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon

such successor Rights Agent, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent

will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers and trusts of the retiring Rights Agent.

ARTICLE IV

COVENANTS

Section 4.1 List of Holders.

(a) Parent will furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company’s transfer agent

(or other agent performing similar services for the Company), the names and addresses of the Holders promptly after the Closing Date and in any event within thirty (30) days from the Closing Date and such other information as the Rights Agent

may reasonably determine to be necessary to carry out its obligations under this Agreement. The Rights Agent will reflect such names and addresses on the CVR Register and confirm the write up of the CVR Register to Parent promptly thereafter and, in

any event, within two (2) Business Days of the receipt of such names and addresses from Parent or the Company’s transfer agent, as the case may be.

(b) Within five (5) Business Days after receipt by the Rights Agent of a written request by any three (3) or more Holders stating

such Holders’ desire to communicate with other Holders with respect to their rights under this Agreement, and accompanied by a form of proxy or other communication which the requesting Holders propose to transmit, the Rights Agent shall elect

to either (i) deliver to such requesting Holders all information in the possession or control of the Rights Agent as to the names and addresses of all Holders, or (ii) inform such requesting Holders of the approximate number of Holders and

the approximate cost of mailing to all Holders the form of proxy or other communication, if any, specified in such written request. In the event the Rights Agent elects to provide the information specified in

Section 4.1(b)(ii), the Rights Agent shall, upon the written request of the requesting Holders, mail or otherwise transmit to all Holders copies of the applicable form of proxy or other communication within ten

(10) Business Days after the requesting Holders have provided to the Rights Agent the material to be mailed and payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 4.2 Payment of CVR Payment Amounts. Only if (a) a CVR Product License has been executed by Parent or its

Affiliates (including the Surviving Company) on or prior to the License Expiration Date, in any calendar quarter when Parent or any of its Affiliates is actually paid any License Proceeds, (b) the First Commercial Sale Milestone occurs on or

prior to the License Expiration Date or (c) there are Net Sales of any CVR during a calendar quarter during the Royalty Term, Parent shall, on or before the CVR Payment Date with respect to such License Proceeds, the First Commercial Sale

Milestone Payment or Royalties (as applicable), deposit with the Rights Agent, for payment to the Holders in accordance with Section 2.5, the

aggregate amount necessary to pay the CVR Payment Amount for such calendar quarter to each of the Holders in accordance with this Agreement (not including amounts payable in respect of Equity

Award CVRs). Notwithstanding anything to the contrary in this Agreement, once Parent has deposited the CVR Payment Amount in full with respect to the applicable License Proceeds, the First Commercial Sale Milestone Payment, or Royalties (as

applicable) no further payments will be due with respect to such License Proceeds, the First Commercial Sale Milestone Payment or Net Sales (as applicable).

Section 4.3 Parent Actions.

(a) Without the prior written consent of Holders of not less than sixty-six percent (66%) of the

then-outstanding CVRs, neither Parent nor any of its Affiliates shall amend, restate, supplement, terminate, waive any right under or otherwise modify the RP Agreement or the CVR Product License, in each case, in a manner that results, or would

reasonably be expected to result, in a material reduction in License Proceeds actually due to Parent or its Affiliates (each, a “Material Amendment”). Nothing in the foregoing will prevent Parent or its Affiliates from amending or

restating the CVR Product License to the extent necessary to settle disputes or to comply with applicable Law.

(b) Parent shall promptly

provide the Rights Agent with written notice if any CVR Product License is entered and without limiting the foregoing, in the event of any Material Amendment, and in each case, shall provide a copy of any agreement with respect thereto to the Rights

Agent. The Rights Agent will promptly, and in any event, within ten (10) Business Days of receipt of any CVR Product License or Material Amendment, send each Holder at its registered address a copy thereof.

Section 4.4 CVR Product Licenses. Parent shall, and shall cause its Affiliates, to promptly provide the Rights Agent written

notice in the event that the CVR Product License expires or otherwise terminates.

Section 4.5 Books and Records. Parent

shall, and shall cause its Affiliates (including the Surviving Company) to, keep true, complete and accurate records in sufficient detail to enable the Holders, and their consultants and professional advisors (including the Independent Accountant)

to confirm the accuracy of the CVR Payment Amounts payable under this Agreement (including the corresponding Net Sales and License Proceeds (as applicable) reported by Parent).

Section 4.6 Audits.

(a) In the event that the Acting Holders reasonably believe that CVR License Proceeds or Royalties should have been paid, upon the written

request of the Acting Holders provided to Parent no later than forty-five (45) days in advance, Parent shall permit, and shall cause its subsidiaries (including the Surviving Company) to permit, an independent certified public accounting firm

of nationally recognized standing designated by the Acting Holders (the “Independent Accountant”) to have access during normal business hours and using reasonable efforts to avoid disruption to Parent of its Affiliates business,

to those books and records of Parent or its Affiliates (including the Surviving Company) as may be reasonably necessary to verify the accuracy of the CVR Payment Amounts payable under this Agreement, including all documents

and materials (whether written, electronic or otherwise) reasonably requested by such Independent Accountant in connection with the foregoing (such materials, the “CVR Verification

Materials”). Parent shall, and shall cause its Affiliates (including the Surviving Company) to, reasonably cooperate with each such audit, including by furnishing the Independent Accountant with such CVR Verification Materials as the

Independent Accountant may reasonably request. Audits conducted pursuant to this Section 4.6 shall be conducted no more than once per year unless the Acting Holders has a good faith reason to believe that the Parent or its

Affiliates failed to comply with its obligations hereunder. The Independent Accountant shall prepare a written report based on each such audit, a copy of which shall be sent or otherwise provided to Parent at the same time that it is sent or

otherwise provided to the Acting Holders, and such report shall contain the conclusions of the Independent Accountant with respect to the accuracy of the License Proceeds, CVR License Proceeds, Net Sales, Royalties and CVR Payment Amounts, and the

accuracy and completeness of the applicable CVR Verification Materials, together with the details that support such findings. The opinion of the Independent Accountant shall be binding on Parent and the Acting Holders, other than in the case of

fraud or manifest error.

(b) If the Independent Accountant concludes CVR License Proceeds or Royalties were owed to the Holders during

the applicable calendar year, and such CVR License Proceeds or Royalties were not paid to the Holders in accordance with the terms hereof, Parent shall pay, in cash (notwithstanding anything to the contrary herein), to the Rights Agent (for further

distribution to the Holders) or to each Holder the applicable CVR License Proceeds or Royalties (as applicable), plus interest on such CVR License Proceeds at three (3) percentage points above the “prime rate” of interest as

published in the Money Rates section of the Wall Street Journal (or successor thereto) calculated from when the CVR License Proceeds or Royalties should have been paid (if Parent had given notice of the CVR License Proceeds or Royalties

following its actual achievement, as determined by the Independent Accountant, at the time required pursuant to the terms of this Agreement, as applicable, to the date of actual payment (such amount including interest being the “CVR

Shortfall”). The CVR Shortfall shall be paid by Parent within ten (10) days of the date the Independent Accountant delivers to Parent and the Acting Holders the Independent Accountant’s written report (as described in

Section 4.6(a)). The decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to

further review.

ARTICLE V

AMENDMENTS

Section 5.1 Amendments without Consent of Holders.

(a) Without the consent of any Holders or the Rights Agent, Parent and the Rights Agent, at any time and from time to time, may enter into

one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in, and subject to, Section 6.3.

(b) Without the consent of any Holders, Parent, at any time and from time to time, may

enter into one or more amendments hereto, for any of the following purposes:

(i) to evidence the succession of another

Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein pursuant to Section 3.3;

(ii) to evidence the succession of another Person as the successor Rights Agent and the assumption by any such successor of

the covenants and obligations of the Rights Agent herein in accordance with Sections 3.3 and 3.4;

(iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the

Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;

(iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other

provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;

(v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of

1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions do not adversely affect the interests of the Holders; or

(vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement;

provided that such addition, elimination or change does not adversely affect the interests of the Holders.

execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their

addresses as they appear on the CVR Register, setting forth such amendment.

Section 5.2 Amendments with Consent of Holders.

(a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made

without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Parent Board Resolution, and the Rights Agent may enter into one or more

amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such

amendment shall, without the consent of the Holders of not less than sixty-six percent (66%) of the outstanding CVRs:

(i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this

Agreement or the CVRs, (B) the time for, or amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of CVR License Proceeds, CVR Product, CVR Product License, First Commercial Sale, First

Commercial Sale Milestone, First Commercial Sale Milestone Payment, CVR Payment Amount, Net Sales, Royalty Term or Royalties;

(ii) reduce the number of CVRs; or

(iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from

whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby.

No amendment pursuant to this Section 5.2 shall adversely affect the interest of a Holder (in its capacity as a Holder) relative to

the interests of all other Holders, without the prior written consent of the affected Holder.

(b) Promptly after the execution by Parent

and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they

appear on the CVR Register, setting forth such amendment.

Section 5.3 Execution of Amendments. In executing any amendment

permitted by this Article V, the Rights Agent will be entitled to receive, and will be fully protected in relying upon, an opinion of counsel selected by Parent stating that the execution of such amendment is authorized or permitted by this

Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. Any purported amendment to this Agreement

not made in accordance with this Article V shall be void ab initio and be of no force or effect.

Section 5.4 Effect of

Amendments. Upon the execution of any amendment under this Article V, this Agreement will be modified in accordance therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby.

ARTICLE VI

OTHER

PROVISIONS OF GENERAL APPLICATION

Section 6.1 Notices to Rights Agent and Parent. Any notice or other communication

required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by overnight courier, by facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or by electronic mail,

or two (2) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:

to the Rights Agent, to it at:

[ ]

With a copy to:

[ ]

If to Parent, to it at:

Zymeworks Inc.

114 East 4th

Avenue, Suite 800

Vancouver, BC, Canada V5T 1G4

Attention:

Scott Platshon

Kristin Stafford

Paul

Schneider

Email:

[***]

with a copy to:

Kirkland &

Ellis LLP

200 Clarendon Street

Boston, MA 02116

Attention:

Graham Robinson

Rachael G. Coffey

Dan Li

Email:

graham.robinson@kirkland.com

rachael.coffey@kirkland.com

dan.li@kirkland.com

The Rights

Agent or Parent may specify a different address or facsimile number by giving notice in accordance with this Section 6.1.

Section 6.2 Notice to Holders. Where this Agreement provides for notice to Holders, such notice will be sufficiently given (unless

otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s address as it appears in the CVR Register, not later than the latest date, and not earlier than

the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder will affect the

sufficiency of such notice with respect to other Holders.

Section 6.3 Parent Successors and Assigns; Change of

Control. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more Affiliate(s) of Parent or to any purchaser or exclusive licensee of all

or substantially all rights to the CVR Product, including in connection with a Change of Control of Parent (each, an “Assignee”); provided that the Assignee agrees to assume and be bound by all of the terms of this

Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees in compliance with this

Section 6.3. This Agreement will be binding upon, inure to the benefit of and be enforceable by and against each Assignee, and this Agreement shall not restrict Parent’s or any of its Affiliates’ or

Assignee’s ability to merge or consolidate, subject to compliance with this Section 6.3 to the extent there is an applicable assignment in connection with such merger or consolidation. Each of Parent’s non-Affiliate Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and

observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. Any attempted assignment of this Agreement or any transfer of its rights in violation of this Section 6.3 shall be

void and of no effect.

Section 6.4 Benefits of Agreement. Nothing in this Agreement, express or implied, will give to any

Person (other than the Rights Agent, Parent, Parent’s successors and Assignees, the Holders and the Holders’ successors and assigns pursuant to a Permitted Transfer) any benefit or any legal or equitable right, remedy or claim under this

Agreement or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the foregoing. The rights of Holders and their successors and assigns pursuant to Permitted

Transfers are limited to those expressly provided in this Agreement and the Merger Agreement. Notwithstanding anything to the contrary contained herein, any Holder or Holder’s successor or

assign pursuant to a Permitted Transfer may agree to renounce, in whole or in part, its rights under this Agreement by written notice to the Rights Agent and Parent, which notice, if given, shall be irrevocable.

Section 6.5 Governing Law.

(a) This Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and construed in accordance with

the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

(b) Each of the parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of

Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims

in respect of such action or proceeding shall be heard and determined exclusively in accordance with Section 6.5(b)(i), (iii) waives any objection to laying venue in any such action or proceeding in such courts,

(iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party and (v) agrees that service of process in English upon such Party in any such action or proceeding shall be effective if notice

is given in accordance with Section 6.1. Each of the parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and

enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 6.6 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent

jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or

unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid

or unenforceable provision.

Section 6.7 Counterparts and Signature. This Agreement may be executed in two or more

counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when

counterparts have been signed by each of the parties hereto and delivered to the other party, it being understood that the parties need not sign the same counterpart.

Section 6.8 Termination. This Agreement will terminate and be of no force or

effect, the parties hereto will have no liability hereunder (other than with respect to monies due and owing by Parent to the Rights Agent prior to the effectiveness of such termination), and no payments will be required to be made, upon the earlier

to occur of (a) the License Expiration Date, if no CVR Product License has been executed, and the First Commercial Sale Milestone has not occurred, as of or prior to such date and (b) the expiration or termination of all CVR Product

Licenses executed as of or prior to the License Expiration Date. No termination shall affect the Holders’ rights to any payment accrued prior to the effective date of such termination.

Section 6.9 Force Majeure. Notwithstanding anything to the contrary contained herein, none of the Rights Agent, Parent or any of

its Subsidiaries will be liable for any delays or failures in performance resulting from acts beyond its reasonable control including acts of God, pandemics, epidemics, terrorist acts, labor disputes or strikes (other than with respect to the

affected party and its Affiliates), war or civil unrest, it being understood that such parties shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.

Section 6.10 Confidentiality. The Rights Agent and Parent agree that all books, records, information and data pertaining to the

business of the other party that are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including the amount and terms of fees for services, any CVR Product License (or amendment thereto) or the RP Agreement (or

amendment thereto), shall remain confidential and shall be used solely to perform their respective obligations under this Agreement, and shall not be voluntarily disclosed to any other Person, except as may be required by applicable Law. However,

each party may disclose relevant aspects of the other party’s confidential information to its officers, Affiliates, agents, subcontractors and employees to the extent reasonably necessary and to be used solely to perform its duties and

obligations under this Agreement if such disclosure is not prohibited by applicable Law.

Section 6.11 Entire Agreement. This

Agreement and the Merger Agreement (including the schedules, annexes and exhibits thereto and the documents and instruments referred to therein) contain the entire understanding of the parties hereto and thereto with reference to the transactions

and matters contemplated hereby and thereby and supersedes all prior agreements, written or oral, among the parties with respect hereto and thereto. If and to the extent that any provision of this Agreement is inconsistent or conflicts with the

Merger Agreement, this Agreement will govern and be controlling with respect to the CVRs.

[Remainder of page intentionally left

blank]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its

behalf by its duly authorized officers as of the day and year first above written.

ZYMEWORKS INC.

By:

Name:

Title:

[RIGHTS AGENT]

By:

Name:

Title:

EX-99.1

Filename: d156494dex991.htm · Sequence: 4

EX-99.1

Exhibit 99.1

Zymeworks to Acquire Theravance Biopharma, Inc.

•

Acquisition adds YUPELRI® (revefenacin), the first and only approved nebulized long-acting muscarinic antagonist (LAMA) for the maintenance treatment of COPD to Zymeworks’ portfolio

•

Acquisition of Theravance Biopharma at $17 per share is supported by an innovative non-recourse financing structure that enhances shareholder value by minimizing Zymeworks’ net capital at risk

•

Transaction expected to be accretive to earnings and cash flow upon closing. YUPELRI® U.S. profit share and ex-U.S. royalties generate ~$60 million annualised cash flow at current

run-rates, with continued expected growth

•

Transaction financed primarily by $350 million

non-recourse note secured solely by U.S. YUPELRI® profit share from OMERS Life Sciences, and Theravance Biopharma’s expected net

cash balance of $360 million at closing. Zymeworks will contribute $219 million of cash at close and expects to receive $100 million TRELEGY ELLIPTA® milestone in Q1 2027, assuming milestone conditions met, offsetting cash outlay

•

Acquisition adds diversified assets beyond

YUPELRI®, including additional royalty interests, milestone payments, a preclinical I&I portfolio, and $2.5 billion in Irish tax attributes, further

strengthening both potential near-term cash flow generation and long-term development optionality

•

Continued execution of Zymeworks share repurchase program for up to $125 million of common

shares reflects ongoing capacity and intent to deploy capital for future buybacks

•

Conference call with Zymeworks management today at 8:30 am Eastern

Time (ET)

Vancouver, British Columbia (June 29, 2026) – Zymeworks Inc. (Nasdaq: ZYME) (the

“Company”), a biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional biotherapeutics, today announced it has entered into a definitive agreement to acquire

Theravance Biopharma, Inc. (NASDAQ: TBPH); a biopharmaceutical company focused on delivering Medicines that Make a Difference® in people’s lives. This proposed acquisition

adds YUPELRI®, the first and only nebulized, once-daily, long-acting muscarinic antagonist (LAMA) for the maintenance treatment of chronic obstructive pulmonary disease (COPD), to

Zymeworks’ partnered portfolio, furthering the Company’s commitment to improving outcomes for patients with serious diseases.

YUPELRI® is positioned to add near-term commercial cash flows for Zymeworks upon closing, alongside existing Ziihera® (zanidatamab-hrii) cash flows, supporting a disciplined, and self-sustaining capital allocation model in which proceeds are reinvested to further advance our internal research and development

portfolio, acquire additional partnered assets, and return capital to shareholders. Unlike traditional royalty business models, which are generally limited to passive participation, Zymeworks’ differentiated approach enables the acquisition

and active restructuring of businesses to generate royalty-like economics with greater control, strategic flexibility, and a clear focus on long-term value creation. Zymeworks’ differentiated model, pairing an efficient internal infrastructure

with diversified cash flows, uniquely positions the Company to capitalize on the value of Theravance Biopharma’s business.

YUPELRI® adds an anticipated long-duration and

potentially growing cash flow stream

•

This acquisition, when closed, provides Zymeworks with access to a 35% U.S. net profit share in YUPELRI®, the only approved nebulized LAMA for the maintenance treatment of COPD.

•

YUPELRI®

has been marketed in the United States since 2019 through a collaboration between Viatris Inc. (“Viatris”) and Theravance Biopharma, who are responsible for U.S. community and hospital promotion respectively.

•

Full-year U.S. net sales of YUPELRI® in 2025 were $266.6 million, representing 12% growth over 2024. For the first quarter of 2026, U.S. net sales of YUPELRI® were reported as $62.4 million, representing 7% growth over the same quarter in 2025.

•

Settlements have been reached with all YUPELRI® generic filers for an April 2039 licensed launch date for their versions of the product, or earlier depending on certain circumstances.

•

Theravance Biopharma remains eligible to receive an additional $125 million in commercial milestone payments

from Viatris based upon U.S. net sales, as well as double-digit tiered royalties and additional milestones on ex-U.S. net sales.

Potential upside from other Theravance Biopharma portfolio assets

•

In addition to YUPELRI®, Theravance Biopharma is

expected to receive $100 million in commercial milestone payments from Royalty Pharma in Q1 2027 related to global net sales of TRELEGY ELLIPTA® by GSK.

•

Theravance Biopharma is eligible to receive up to ~20% royalty on net sales of VIBATIV® (telavancin) from Cumberland.

•

Following close of the transaction, Zymeworks will retain ownership of Theravance Biopharma’s research and

development assets, which will be evaluated in the context of the Company’s broader pipeline and capital allocation framework.

•

Zymeworks will explore the opportunity to externalize acquired assets. During the

one-year period from closing of this transaction, a designee of Theravance Biopharma will seek to potentially license, divest or otherwise monetize ampreloxetine, with no additional resources expected from

Zymeworks. The economics of any such transaction will be shared 20/80 between Zymeworks and Theravance Biopharma shareholders.

•

In addition, Zymeworks will retain approximately $2.5 billion of Irish tax attributes accumulated by

Theravance Biopharma for potential future utilization.

Upon closing, Zymeworks intends to complete Theravance Biopharma’s

previously announced organizational restructuring to align its resources with its commercial focus on YUPELRI ®, which is expected to

significantly reduce research and development expenses and general and administrative costs, as well as seek additional synergies in the cost structure of the combined entities. Zymeworks intends to substantially preserve existing hospital promotion

infrastructure from Theravance Biopharma’s commercial organization.

“The acquisition of Theravance Biopharma represents successful execution

of one of the key strategic priorities we outlined earlier this year,” said Kenneth Galbraith, Chair and Chief Executive Officer of Zymeworks. “We are building a more diversified and durable business by combining partner-driven cash

flows and innovative R&D, together in an integrated strategic approach to build long-term stockholder value. Upon closing, this acquisition meaningfully expands and diversifies future revenue sources for our partnered product portfolio, with an

expected near-term impact on commercial royalty revenue. This transaction also aligns with our mission to combine near-term patient access with long-term innovation, by leveraging cash flows

from established medicines to fund development of next-generation therapies, supporting both patients receiving treatment today and those awaiting future breakthroughs. YUPELRI® addresses a critical need for the approximately 16 million Americans living with COPD, and we look forward to supporting continued access

to this important therapy with Viatris.”

“We are pleased to partner with Zymeworks in the execution of its strategy to integrate royalty

growth, internal innovation, and strategic acquisitions to maximize long-term value. For OMERS, our financing aligns well with our mandate to deliver steady long-term returns to our more than 665,000 members,” said Rob Missere, Managing

Director and Head of Life Sciences, OMERS Life Sciences.

Terms of the Transaction

Under the terms of the agreement, Zymeworks will acquire all the outstanding equity of Theravance Biopharma for $17.00 per share, which represents a total

transaction value of approximately $929 million in cash consideration subject to customary adjustments, which is payable at closing.

The transaction

has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including receipt of certain regulatory approvals and approval by Theravance Biopharma shareholders. The transaction is

expected to close in the second half of 2026.

The transaction is expected to be accounted for as a business combination. The purchase price is expected

to be primarily allocated to identifiable intangible assets, including YUPELRI® and contractual royalty streams, with any residual value

recorded as goodwill. Potential milestone receipts will be evaluated as part of the purchase accounting process and recognized in accordance with applicable accounting standards. Zymeworks expects to provide additional details on the purchase price

allocation upon closing of the transaction.

Kirkland & Ellis LLP is serving as legal counsel to Zymeworks. Matheson provided Irish tax counsel

to Zymeworks. TD Cowen served as a financial advisor to Zymeworks on the OMERS royalty note. MTS Health Partners provided financial advice to Zymeworks.

Lazard is serving as lead financial advisor to Theravance Biopharma. Evercore is also serving as financial advisor to Theravance Biopharma. Skadden, Arps,

Slate, Meagher & Flom LLP is serving as legal counsel to Theravance Biopharma.

Sidley Austin LLP is serving as legal counsel to OMERS Life

Sciences. Maples and Calder (Ireland) LLP and Davies Ward Phillips & Vineberg LLP provided Irish legal counsel and tax counsel, respectively, to OMERS Life Sciences.

Financing of the Transaction

The acquisition will be

financed through a $350 million non-dilutive, non-recourse note from OMERS Life Sciences, in which 75% of the

YUPELRI® profit-share cash flows are contractually assigned to OMERS to service the associated debt obligations. The non-recourse note is secured by assets and entities of Theravance Biopharma related to YUPELRI® and do

not have any recourse to the remainder of the Zymeworks’ business. This non-recourse note is structured to preserve the Company’s balance sheet flexibility and minimize shareholder dilution.

In addition, approximately $219 million of existing cash resources of Zymeworks will be used to finance the remaining purchase price of the transaction,

along with expected net cash balances of Theravance Biopharma of approximately $360 million at closing. Factoring in the $100 million milestone payment expected from Royalty Pharma in Q1 2027 related to sales of TRELEGY, Zymeworks’

effective net investment is expected to be reduced by roughly 50%.

Zymeworks 2026 Share Repurchase Program

On May 14, 2026, the Board of Directors of Zymeworks authorized a share repurchase program under which the Company may repurchase up to $125 million

of its outstanding common stock, par value $0.00001 per share. As of June 29, 2026, the Company has repurchased 1,437,073 shares of common stock for $35.4 million (exclusive of commission expense and estimated excise tax), representing an

average purchase price of $24.63 per common share. Zymeworks plans to continue executing the share repurchase program, reflecting its ongoing capacity and intent to deploy capital toward future buybacks.

Investor Call Details

Zymeworks invites investors and

the general public to view and listen to a live webcast of its conference call with investment analysts at 8:30 am ET on Monday, June 29, 2026.

Dial-in details and webcast link are available on Zymeworks’ website at https://ir.zymeworks.com/events-and-presentations.

A webcast replay of the call will be available on the Zymeworks website within 24 hours following the conclusion of the live call and will be archived for a limited period.

About Theravance Biopharma, Inc.

Theravance Biopharma,

Inc.’s focus is to deliver Medicines that Make a Difference® in people’s lives. In pursuit of its purpose, Theravance Biopharma leverages decades of expertise, which has led

to the development of FDA-approved YUPELRI® (revefenacin) inhalation solution indicated for the maintenance treatment of patients with COPD. The Company

is committed to creating/driving shareholder value.

YUPELRI® is an inhalation solution, a long-acting muscarinic antagonist (LAMA) and the first and only once-daily nebulized bronchodilator approved for the treatment of chronic obstructive pulmonary disease

(COPD) in the United States. COPD is the third leading cause of death and the fourth leading cause of hospital readmissions in the U.S., affecting approximately 16 million Americans.

About OMERS Life Sciences and OMERS

OMERS Life Sciences

provides royalty financings and other non-dilutive solutions to biopharma companies and academic institutions.

OMERS is a jointly sponsored, defined benefit pension plan, with more than 1,000 participating employers ranging from large cities to local agencies, and more

than 665,000 active, deferred and retired members. Our members include union and non-union employees of municipalities, school boards, local boards, transit systems, electrical utilities, emergency services

and children’s aid societies across Ontario. OMERS teams work in Toronto, London, New York, Amsterdam, Luxembourg, Singapore, Sydney and other major cities across North America and Europe – serving members and employers, and originating

and managing a diversified portfolio of high-quality investments in government bonds, public and private credit, public and private equities, infrastructure and real estate.

About Zymeworks Inc.

Zymeworks is a global biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional

biotherapeutics to improve the standard of care for difficult-to-treat diseases, including cancer, inflammation, and autoimmune disease. Zymeworks’ asset and

royalty aggregation strategy focuses on optimizing positive future cash flows from an emerging portfolio of licensed products such as Ziihera® (zanidatamab-hrii) and other licensed products

and product candidates, such as pasritamig. In addition, Zymeworks is building a portfolio of healthcare assets that can generate strong cash flows, while supporting the development of innovative medicines. Zymeworks engineered and developed

Ziihera, a HER2-targeted bispecific antibody using Zymeworks’ proprietary Azymetric™ technology and has entered into separate agreements with BeOne Medicines Ltd. (formerly BeiGene,

Ltd.) and Jazz Pharmaceuticals Ireland Limited granting each exclusive rights to develop and commercialize zanidatamab in different territories. Zymeworks is rapidly advancing a robust pipeline of product candidates, leveraging its expertise in both

antibody drug conjugates and multispecific antibody therapeutics targeting novel pathways in areas of significant unmet medical need. Zymeworks’ complementary therapeutic platforms and fully integrated drug development engine provide the

flexibility and compatibility to precisely engineer and develop highly differentiated antibody-based therapeutics. These capabilities have been further leveraged through strategic partnerships with global biopharmaceutical companies. For information

about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on X.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include, but are not limited to, statements that relate to

Zymeworks’ ability to complete the proposed transaction with Theravance Biopharma; anticipated milestones payments; completion of Theravance Biopharma’s previously announced organizational restructuring; Zymeworks’ flexibility to

invest in its R&D pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of YUPELRI® sales and future royalty payments; contingent milestone

payments due to Theravance Biopharma from the sale of Theravance Biopharma’s TRELEGY ELLIPTA® royalty interests; Zymeworks’ expectations regarding implementation of its long-term

strategy to maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and

product candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”,

“may”, “continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, and similar

expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or

circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its

expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements

as a result of various factors, including, without limitation: any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not

commercially viable; Zymeworks and Theravance Biopharma may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and TRELEGY; the anticipated benefits of the acquisition may not be realized or will not be realized within the expected time period;

TRELEGY may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations;

regulatory agencies may impose additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions, including the impact of tariffs; potential negative impacts of FDA regulatory

delays and uncertainty around recent policy developments, changes in the leadership of federal agencies such as the FDA, staff layoffs, budget cuts to agency programs and research, and changes in drug pricing controls; the impact of pandemics and

other health crises on Zymeworks’ business, research and clinical development plans and timelines and results of operations, including impact on its clinical trial sites, collaborators, and contractors who act for or on Zymeworks’

behalf; zanidatamab may not be successfully commercialized; Zymeworks’ business strategy related to anticipated and potential future milestones and royalty streams and existing and potential new partnerships may not be successfully

implemented; Zymeworks’ evolution of its business strategy may not deliver meaningful stockholder returns; Zymeworks may be unsuccessful in actively managing and/or aggregating revenue-generating assets alongside its active R&D operations;

ongoing and future clinical trials may not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; data providing early validation of our antibody drug conjugate platform and next generation

pipeline programs may not be replicated in future studies; Zymeworks’ assumptions and estimates regarding its financial condition, future financial performance and estimated cash runway may be incorrect; inability to maintain or enter into new

partnerships or strategic collaborations; the inability of Zymeworks to identify and consummate a strategic acquisition; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the

Securities and Exchange Commission (copies of which may be obtained at www.sec.gov and www.sedarplus.ca).

Although Zymeworks believes that such

forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive.

Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or

circumstances, or to reflect the occurrences of unanticipated events.

Contacts:

Investor Inquiries:

Shrinal Inamdar

Vice President, Investor Relations

(604) 678-1388

ir@zymeworks.com

Media Inquiries:

Diana Papove

Vice President, Corporate Communications

(604) 678-1388

media@zymeworks.com

EX-99.2

Filename: d156494dex992.htm · Sequence: 5

EX-99.2

Nasdaq: ZYME | zymeworks.com Agreement

to Acquire Theravance Biopharma June 29, 2026 Transaction delivers high-visibility, long-duration recurring cash flows Exhibit 99.2

This presentation includes

“forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements in this presentation and the accompanying oral commentary include, but are not limited to, statements that relate to Zymeworks’ ability to complete the proposed transaction with Theravance; anticipated milestones

payments; completion of Theravance’s previously announced organizational restructuring; Zymeworks’ flexibility to invest in its R&D pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of

YUPELRI® sales and future royalty payments; contingent milestone payments due to Theravance from the sale of Theravance’s Trelegy royalty interests; Zymeworks’ expectations regarding implementation of its long-term strategy to

maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and product

candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”,

“continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, and similar expressions are intended to

identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently

uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including,

without limitation: any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks and

Theravance may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and Trelegy; the anticipated benefits of the acquisition may not be realized or will not be realized within the

expected time period; Trelegy may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations; regulatory agencies may impose

additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions, including the impact of tariffs; potential negative impacts of FDA regulatory delays and uncertainty around

recent policy developments, changes in the leadership of federal agencies such as the FDA, staff layoffs, budget cuts to agency programs and research, and changes in drug pricing controls; the impact of pandemics and other health crises on

Zymeworks’ business, research and clinical development plans and timelines and results of operations, including impact on its clinical trial sites, collaborators, and contractors who act for or on Zymeworks’ behalf; zanidatamab may not

be successfully commercialized; Zymeworks’ business strategy related to anticipated and potential future milestones and royalty streams and existing and potential new partnerships may not be successfully implemented; Zymeworks’ evolution

of its business strategy may not deliver meaningful stockholder returns; Zymeworks may be unsuccessful in actively managing and/or aggregating revenue-generating assets alongside its active R&D operations; ongoing and future clinical trials may

not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; data providing early validation of our antibody drug conjugate platform and next generation pipeline programs may not be replicated in

future studies; Zymeworks’ assumptions and estimates regarding its financial condition, future financial performance and estimated cash runway may be incorrect; inability to maintain or enter into new partnerships or strategic collaborations;

the inability of Zymeworks to identify and consummate a strategic acquisition; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the Securities and Exchange Commission (copies of

which may be obtained at www.sec.gov and www.sedarplus.ca). Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on

forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish,

or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events. Legal disclaimer

Transaction Overview & Strategic

Rationale Ken Galbraith Chair & Chief Executive Officer

Expanding Zymeworks’ diversified

cash flow through the acquisition of Theravance Biopharma Only approved commercial nebulized LAMA medicine Anticipated long-duration partner-driven cash-flows Partnership with OMERS Life Sciences for non-recourse $350M financing at an attractive

rate $2.5B in Irish tax attributes LAMA: long-acting muscarinic antagonist; M: million; B: billion. *Factoring in the $100 million milestone payment expected from Royalty Pharma in Q1 2027 related to sales of TRELEGY, Zymeworks’ effective net

investment is expected to be reduced by roughly 50%. Deal consideration $929M Zymeworks capital at risk $219M* Expected closing 2H26 Zymeworks cash of $219M* to gain access to an asset generating ~$60M annual profit share at current run-rates, with

potential continued growth.

Zymeworks is uniquely positioned to

capture the full value of this multi-component opportunity Irish Tax Attributes CASH FLOWS R&D TAX Preclinical I&I portfolio YUPELRI® (revenfenacin) life cycle management opportunities Exploring optionality to externalize ampreloxetine

for additional monetary value $2.5B *A designee from Theravance Biopahrma will explore the opportunity to license, divest or otherwise monetize ampreloxetine for the period from closing through 12-months post-close, with the economics

shared 20/80 between Zymeworks and Theravance Biopharma legacy shareholders. Transaction expected to deliver mid-teens IRR

Creating a more diversified portfolio

of commercial, royalty and development-stage assets Zymeworks Partnered Portfolio ZW191 ZW251 ZW209 ZW220 ZW1528 ZW327 ZW427 ZW418 ZW439 DiscoveryPreclinicalPhase 1 R&D Portfolio Royalty TOPO 1i ADC MSAT AIID Pan-RAS ADC

Commercial Fundamentals &

Investment Case Scott Platshon EVP & Chief Business Officer

Nebulized maintenance therapy is a

critical treatment option for the treatment of COPD B (LABA + LAMA) A (a bronchodilator) E (LABA + LAMA) Higher Exacerbation Risk More Symptoms Chronic Obstructive Pulmonary Disease (COPD) is a progressive lung disease and the 6th leading cause of

death in the U.S. GOLD Guidelines suggest both B and E patients receive LAMA and LABA therapy.1 14-16M patients diagnosed with COPD in the U.S.2 YUPELRI® is the only once-daily nebulized LAMA maintenance medication for COPD approved in the

U.S.3 ~1.9M patients can benefit from YUPELRI®4 Patients that struggle with inhalers Patients with impaired inspiratory flow Patients transitioning from hospital to home care Patients with some level of cognitive decline Patients not well

controlled on short-acting bronchodilators Millions of Patients are Optimally Suited for the Benefits YUPELRI® Offers 1. Global Initiative for Chronic Obstructive Lung Disease 2026 Report; 2. CDC, 2023, NIH; 3. YUPELRI should not be initiated

in patients during acutely deteriorating or potentially life-threatening episodes of COPD, or for the relief of acute symptoms, i.e., as rescue therapy for the treatment of acute episodes of bronchospasm. Acute symptoms should be treated with an

inhaled short-acting beta2-agonist; 4. Addressable patient population quantifies the number of patients within the intended target profile. Sources: Citeline Pharma Custom Intelligence Primary Research April 2023, Symphony Health METYS Prescription

Dashboard, SolutionsRx Med B FFS. Slide adapted from Theravance Biopharma Corporate Presentation May 2026.

Theravance Biopharma is responsible

for hospital promotion, while Viatris calls on community caregivers COPD patient experiencing symptoms or exacerbation is eligible for YUPELRI® Calls on hospital* Calls on community caregiver Fulfillment (Pharmacy, DME) Patients continue on

YUPELRI® therapy as outpatient *Theravance Biopharma employs a relatively small sales force, of around 14 account managers, a few national account directors, and a medical group that focuses messaging on the hospital Slide adapted from

Theravance Biopharma Corporate Presentation May 2026.

YUPELRI®: Anticipated

long-duration and potentially growing cash flow stream $266.6M 2025 U.S. net sales +12% YoY growth in 2025 35% ZYME profit share YUPELRI® Overview Only marketed nebulized LAMA in the U.S. Differentiated product offering with no direct

competitor for COPD patients who want or need nebulized therapy. Hospital channel provides meaningful upside Theravance Biopharma is responsible for hospital promotion Settled generics provides more certainty All generic filers settled for April

2039 licensed launch dates for their versions of the product, subject to certain exceptions and other provisions customary for agreements of this type U.S. Net Revenue 2019-2025 (millions of USD) $125M Remaining potential milestone payments

YUPELRI® has delivered consistent growth since launch with new center activation and organic growth Current reports suggests a roughly 87:13 split in YUPELRI® usage between Community and Hospital settings Recent YUPELRI® use has

increased in the hospital from both new accounts and increased utilization, while community growth remains strong ^ Estimated given absence of Theravance Biopharma data. Data suggests use in hospitals relative to total use has been between 5-12%

between 2021-2025. Note: Sales in 2018 (~$5M) not shown given launch timing at end of year. Source: EvaluatePharma; Theravance Biopharma data

Potential upside from other

Theravance Biopharma portfolio assets TRELEGY ELLIPTA®: GSK holds worldwide manufacturing and commercialization rights; following Theravance Biopharma’s 2022 royalty monetization to Royalty Pharma, Zymeworks will be eligible for up to

$100M in milestone payments in the event TRELEGY annual net sales in 2026 exceed $3,513B. VIBATIV® (telavancin): eligible to receive up to ~20% royalty on net sales from Cumberland*. Royalty and milestone payments 1. If both milestones are

achieved in a given year, Theravance Biopharma will only earn the higher milestone, payable by Royalty Pharma (RP) pursuant to the Equity Purchase and Funding Agreement, dated as of July 13, 2022, by and between Theravance Biopharma, Inc. and RP. 2.

GSK-reported Net Sales in USD. 3. Bloomberg Consensus as of 05/04/26. *Eligible to receive ~20% royalty on net sales in excess of $2.5M threshold of sales for the calendar year, capped at $100M. Charts adapted from Theravance Corporate Presentation

as of May 2026. Year Global Net Sales Equivalent Milestone to Theravance Biopharma 20261 $3,163M $50M $3,513M $100M 3 2

Potential upside from other

portfolio assets Gain ownership of immunology and inflammation R&D assets $2.5B in Irish Tax attributes Zymeworks will retain ownership of Theravance Biopharma’s research and development assets, which will be

evaluated in the context of its broader pipeline and capital allocation framework. Ampreloxetine, a long-acting norepinephrine reuptake inhibitor in development for symptomatic neurogenic orthostatic hypotension in patients with

multiple system atrophy. I&I portfolio for evaluation with potential to selectively develop An attractive growing source of strategic flexibility that could enhance the economics of future activities Exploring potential to externalize

acquired assets, such as to license, divest or otherwise monetize* Upside Opportunity for Zymeworks *A designee from Theravance Biopahrma will explore the opportunity to license, divest or otherwise monetize ampreloxetine for the period

from closing through 12-months post-close, with the economics shared 20/80 between Zymeworks and Theravance Biopharma legacy shareholders.

Capital-Efficiency & Financing

Structure Kristin Stafford EVP & Chief Financial Officer

Non-recourse note serviced by

YUPELRI® cash flows No equity issued. No shareholder dilution. Cash flows from Theravance Biopharma’s rights to 35% YUPELRI profit share secure and repay the acquisition financing. Principal: $350M Structure: Non-recourse financing1

Collateral: Assets related to YUPELRI® Primary repayment: 75% of YUPELRI ® profit share payments Financing partner: OMERS Life Sciences YUPELRI U.S. Net Sales $266.6M (2025) — Viatris records and manages collaboration arrangement

▼ 35% Profit Share → ZYME ~$60M annually at current run-rate and potential growth ▼ 75% share to OMERS until note repaid Services interest and principal to OMERS, then reverts to Zymeworks. 1. OMERS’ claim is non-recourse.

Zymeworks’ corporate assets are not pledged; 2. OMERS’ claim is on assets and entities of Theravance Biopharma related to YUPELRI® only. Coupon: 8.25% Maturity: 2036 ▼ 25% share to Zymeworks Capital for allocation to R&D,

acquisitions and share repurchases Optional prepayment: 105/105/103/102/101/Par Key Terms of Notes Cash Flow Waterfall

Theravance Biopharma cash at

closing and non-recourse financing limits Zymeworks capital at risk Zymeworks Balance Sheet* Non-Recourse Royalty Financing Theravance Biopharma Cash* Purchase Price* * Figures represent approximate values at time of closing, net of transaction

costs. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Zymeworks. **Anticipated $100 million milestone payment from Royalty

Pharma in Q1 2027 related to sales of TRELEGY Anticipated Milestone Payment** Sources of Funding Zymeworks Cash at Risk Deal Consideration

Executing on a model that combines

R&D and acquisitions to compound value for shareholders 1 Immediate revenue YUPELRI® profit share at close provides additional recurring, non-dilutive, self-financing 2 Strategic validation First execution of our novel strategy to add

passive cash flows with disciplined pricing 3 Compounding platform Additional cash flows provide more optionality for capital allocation to build on IRR 1 Ongoing pipeline development 2 Partnerships & Spinouts 3 Continued innovation in R&D

R&D provides upside optionality Acquisitions diversify the foundation for projected durable revenue growth ZW191 & ZW251 Phase 1 trials initiated ZW209 IND anticipated in 2026 Pan-RAS ADC platform unveiled with three new candidates

Evaluating opportunities both within wholly owned pipeline and acquired assets from Theravance Biopharma

Q&A Q&A Ken Galbraith Chair

& Chief Executive Officer Kristin Stafford EVP & Chief Financial Officer Scott Platshon EVP & Chief Business Officer

GRAPHIC

Filename: g156494ex99_2s10g1.jpg · Sequence: 9

Binary file (100548 bytes)

Download g156494ex99_2s10g1.jpg

GRAPHIC

Filename: g156494ex99_2s11g1.jpg · Sequence: 10

Binary file (91963 bytes)

Download g156494ex99_2s11g1.jpg

GRAPHIC

Filename: g156494ex99_2s12g1.jpg · Sequence: 11

Binary file (91343 bytes)

Download g156494ex99_2s12g1.jpg

GRAPHIC

Filename: g156494ex99_2s13g1.jpg · Sequence: 12

Binary file (42735 bytes)

Download g156494ex99_2s13g1.jpg

GRAPHIC

Filename: g156494ex99_2s14g1.jpg · Sequence: 13

Binary file (101494 bytes)

Download g156494ex99_2s14g1.jpg

GRAPHIC

Filename: g156494ex99_2s15g1.jpg · Sequence: 14

Binary file (63776 bytes)

Download g156494ex99_2s15g1.jpg

GRAPHIC

Filename: g156494ex99_2s16g1.jpg · Sequence: 15

Binary file (109214 bytes)

Download g156494ex99_2s16g1.jpg

GRAPHIC

Filename: g156494ex99_2s17g1.jpg · Sequence: 16

Binary file (42301 bytes)

Download g156494ex99_2s17g1.jpg

GRAPHIC

Filename: g156494ex99_2s1g1.jpg · Sequence: 17

Binary file (47996 bytes)

Download g156494ex99_2s1g1.jpg

GRAPHIC

Filename: g156494ex99_2s2g1.jpg · Sequence: 18

Binary file (175278 bytes)

Download g156494ex99_2s2g1.jpg

GRAPHIC

Filename: g156494ex99_2s3g1.jpg · Sequence: 19

Binary file (43177 bytes)

Download g156494ex99_2s3g1.jpg

GRAPHIC

Filename: g156494ex99_2s4g1.jpg · Sequence: 20

Binary file (95624 bytes)

Download g156494ex99_2s4g1.jpg

GRAPHIC

Filename: g156494ex99_2s5g1.jpg · Sequence: 21

Binary file (87074 bytes)

Download g156494ex99_2s5g1.jpg

GRAPHIC

Filename: g156494ex99_2s6g1.jpg · Sequence: 22

Binary file (73268 bytes)

Download g156494ex99_2s6g1.jpg

GRAPHIC

Filename: g156494ex99_2s7g1.jpg · Sequence: 23

Binary file (43674 bytes)

Download g156494ex99_2s7g1.jpg

GRAPHIC

Filename: g156494ex99_2s8g1.jpg · Sequence: 24

Binary file (112899 bytes)

Download g156494ex99_2s8g1.jpg

GRAPHIC

Filename: g156494ex99_2s9g1.jpg · Sequence: 25

Binary file (85065 bytes)

Download g156494ex99_2s9g1.jpg

GRAPHIC

Filename: g156494g0629073059707.jpg · Sequence: 26

Binary file (5395 bytes)

Download g156494g0629073059707.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 28

v3.26.1

Document and Entity Information

Jun. 28, 2026

Cover [Abstract]

Amendment Flag

false

Entity Central Index Key

0001937653

Document Type

8-K

Document Period End Date

Jun. 28, 2026

Entity Registrant Name

Zymeworks Inc.

Entity Incorporation State Country Code

Entity File Number

001-41535

Entity Tax Identification Number

88-3099146

Entity Address, Address Line One

108 Patriot Drive

Entity Address, Address Line Two

Suite A

Entity Address, City or Town

Middletown

Entity Address, State or Province

Entity Address, Postal Zip Code

19709

City Area Code

(302)

Local Phone Number

274-8744

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, par value $0.00001 per share

Trading Symbol

ZYME

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration