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Operator: Ladies and gentlemen, good afternoon. I’d like to welcome everyone to the Theravance Biopharma Fourth Quarter and Full Year 2022 Conference Call. . Also, today’s conference is being recorded. And now I’d like to turn the call over to Rick Winningham, Chief Executive Officer. Please go ahead.

Rick Winningham: Good afternoon, and thank you for joining the Theravance Biopharma fourth quarter and full year 2022 conference call to discuss our business. I’ll remind you that this call will contain forward-looking statements that involve risks and uncertainties, including statements about our development pipeline, expected benefits of our products, anticipated timing of clinical trials, regular filings and expected financial results. Information concerning factors that could cause results to differ materially from our forward-looking statements is described further in our filings with the SEC. I drift your attention to Slide 3. Joining me today are Rhonda Farnum, Chief Business Officer; Rick Graham, Research and Development; and Aziz Sawaf, Chief Financial Officer.

Before I get started, I’d like to make a brief statement regarding public announcement that provide made earlier today, the Board management are committed to acting in the best interest of the company and all of its shareholders, and we’re open to evaluating all ideas to maximize shareholder value, including those from Irenic. We’re disappointed that Irenic has chosen to make a public announcement of this nature as we had engaged in substantive constructive dialogue on multiple occasions to work cooperatively with them. We’ve been offered to speak with them under a nondisclosure agreement and we’ll discuss their ideas and our upcoming plans, but our offers were refused. Our Nominating and Governance Committee is regular board refreshment process in place to thoroughly evaluate all potential candidates and their skill sets, including relevant industry experience and public board experience.

Our committee and other members of our Board and management team met with Andy Dodge to consider him in good faith as a candidate to join our Board. But given this lack of health care and relevant public company board experience, we ultimately determined that he was not the most suitable candidate for the board. We remain focused on the business and continuing to execute the ongoing transformation. The Theravance Board and Management Team believe that today’s announced strategic actions and the path that set forward for 2023 will indeed continue to drive value creation. We won’t take any questions during the Q&A regarding Irenics public announcement. Now moving to Slide 4. The Theravance Board Management Team has a demonstrated track record of taking action to create near- and long-term shareholder value.

As the company has evolved over the past 18 months, we’re continuing to take strategic actions but build on our focus, execution and performance. We remain committed to acting in the best interest of the company and all of its shareholders. Today, in addition to financial results for the fourth quarter and full year ending on December 31, 2022, we announced three additional strategic actions to sharpen the company’s focus and drive value creation. Those are outlined on Slide 4. First, we’ve increased our capital return program by $75 million to $325 million in total. The expansion of the open market share buyback program was a strategic decision following consultation of shareholders on both the quantum and the instrument, market analysis and continued assessment of our balance sheet and cash needs going forward.

Second, we will discontinue investments in research, including the inhaled JAK inhibitor program to focus exclusively on ampreloxetine and YUPELRI. This means that we’ve made the difficult yet necessary decision to reduce headcount by 17%, and we plan to complete the reductions by the end of March 2023. We think the exceptional research team for their valuable work and dedication to the company. We will seek a strategic transaction to continue the progression of their work on the inhaled JAK program. As our company transforms, our Board regularly evolves as well, and I’m delighted to welcome Susannah Gray and the Board of Directors as our newest Independent Director. The Board has introduced to Susannah while working with a leading independent search firm in connection with our Nominating and Governance Committee’s regular evaluation of the Board of Directors and Board Refreshment.

Her deep expertise in our industry as well as her experience and value creation and strategic transactions will augment the established Board’s and management’s capabilities. In addition, our lead independent Director, Bill Young, will not be standing for reelection to the Board of Directors at the company’s 2023 Annual General Meeting for shareholders. I’d personally like to thank Bill for his tireless service to the Board and the company. I’ll miss Bill’s guidance and mentorship. Following the appointment of Susanna and Bill’s departure, the Board will continue to be comprised of highly qualified directors, seven of whom are independent, all of whom are committed to maximizing value for shareholders as we continue to execute on the vision for the company set forth in our restructuring, our Board also considers the company’s governance structure and leads is determined to put forth the proposal into May 2, 2023 Annual General Meeting for shareholders to declassify Board of Directors over time.

We’ll be providing more details in our proxy statement. Moving to Slide 5. We I’m proud of what the Theravance team has accomplished this past year. We’re successfully positioned the company to create value from a foundation of financial strength. No debt, a strong cash position having ended the fourth quarter with $327 million of cash and cash equivalents. Since announcing the TRELEGY royalty transaction and the capital return program, the company has driven total shareholder return of 14% and versus the S&P Biotech Index of a negative 2% and the S&P 500 of 6% over the same period, representing an outperformance nearly 17% and 9%, respectively. And this TSR period was calculated with the market close as of February 23. Our path forward for 2023 is clear and focused as outlined on Slide 5.

I’ll now hand the call over to Ron in a moment to review YUPELRI’s 2022 performance results, of which give us both the momentum and the confidence to deliver in 2023 and beyond. Rick will discuss how we are well positioned to enter a new era in treating nOH and multiple systems atrophy patients, with the potential to offer a unique first-in-class treatment benefit with ampreloxetine. And Aziz will share the details on the financials. I’ll now turn the call over to Rhonda to discuss YUPELRI

Rhonda Farnum: Thank you, Rick. Looking to Slide 6. We are very pleased to share the latest performance update on YUPELRI. In Q4, net sales of YUPELRI reached another quarterly high launch to date. As a reminder, Theravance and Viatris co-promote YUPELRI in the U.S., Theravance’s commercial and medical teams cover the hospital segment, and Viatris is responsible for the outpatient-based community healthcare needs and promotion for the products. Slide 7 shows Theravance’s imply 35% share of net sales for YUPELRI during the fourth quarter of 2022 of $19.5 million, up 27% from Q4 of 2021. I am also pleased to highlight that the implied 35% of YUPELRI net sales for the full year of 2022 was $70.7 million, which represents a 25% year-over-year net sales growth.

The significant growth for the brand was again driven by strong overall customer demand from hospital and community outlets. In Q4 of 2022, demand increased by 6% quarter-over-quarter and by 19% year-over-year. Looking specifically at the Theravance hospital efforts on the right side of Slide 7, in Q4 of 2022, doses sold exclusively in the hospital setting represented an increase of 22% from the previous quarter, demonstrating the highest quarterly hospital volume launch to date, which led to full-year growth of 53% over 2021. We have continued to see significant growth in YUPELRI’s hospital business every quarter since Q3 of 2020. 580 secured hospital formulary wins launched to date have led to approximately 1,200 purchasing hospital outlets at the end of 2022 driving that growth.

Also, additional adoptions are increasing weekly. We believe these wins in forthcoming system additions will yield continued growth through 2023 as YUPELRI will be the first LAMA of choice in many hospitals due to the growing recognition and acceptance of YUPELRI’s clinical benefits and once-daily value proposition. Turning to Slide 8, YUPELRI share of the hospital setting decreased to 12.5% in Q4 of 2022, although YUPELRI’s hospital volume continues to set a new quarterly high as seen on the previous slides. The hospital market share drop can be attributed to the largest quarter-over-quarter growth in the long-acting nebulizer market since YUPELRI’s introduction. This growth was driven by an increase in hospital census associated with the Tridonic, which is the confluence of RSV, influenza and COVID at the end of 2022.

As the hospital long-acting nebulizer market volume has stabilized so far in early 2023, the YUPELRI’s hospital share has returned yet again to its highest level. YUPELRI quarterly market share in the community setting increased to 27.1% through November ’22, which is our latest data point. Data continue to show that approximately 90% of patients who received YUPELRI in the hospital setting are discharged with a prescription to continue their treatment in the outpatient setting, allowing for continuity of YUPELRI maintenance therapy post-hospitalization. We have also been encouraged by the growth trends seen in the retail script data, where total prescriptions in Q4 of 2022 have increased 18% year-over-year and new patient starts increased 30% over Q4 of 2021.

Both metrics once again reached new quarterly highs launched to date in Q4 of 2022. The growing new patient starts and overall demand are seen as key indicators and growth accelerators for 2023 performance, while recognizing the seasonality trends that typically softens performance in the first quarter of each year, we believe the team’s historical ability to execute through the pandemic in addition to the remaining sizable niche opportunity for additional YUPELRI patients equates to significant upside potential for the put in 2023 and beyond. Turning to Slide 9 to Phase I of TGFR-2 study continues to actively enroll and will potentially provide further competitive upside, and we continue to anticipate that top-line results will be available in the second half of 2023.

I’ll now turn the call over to Rick Graham.

Rick Graham: Thanks, Rhonda. For those of you following the slides, I’ll begin on Slide 11. Ampreloxetine is a norepinephrine reuptake inhibitor being developed for the treatment of symptomatic neurogenic orthostatic hypotension in patients with MSA. In MSA patients with nOH, blood pressure falls when upgrade owing to impaired release of norepinephrine, leading to debilitate symptoms, which can have a profound impact on quality of life. MSA of a rare disease affecting approximately 50,000 people in the United States. Approximately 70% to 90% of MSA patients experienced nOH symptoms, and we believe the addressable patient population for ampreloxetine is in the range of 35,000 to 45,000 patients in the U.S. We’re seeking orphan drug designation for the treatment of MSA patients with symptomatic nOH.

Neither of the two approved therapies to treat orthostatic hypotension have demonstrated durable effectiveness in mitigating the debilitating symptoms for patients with MSA. There exists a significant unmet need and ampreloxetine has the potential to provide a unique treatment profile improving effectiveness of multiple symptoms, durability of effect, once-daily dosing and a favorable safety profile. As we enter into a new era in treating MSA symptoms, the potential of ampreloxetine offers hope to MSA patients with symptomatic nOH. On Slide 12, I will explain the unique benefits of ampreloxetine treatment. Starting with the figure on the left. In the Phase III study, 170, ampreloxetine was effective at treating a constellation of cardinal symptoms in MSA patients.

These symptoms include dizziness, vision impairment, weakness, fatigue, trouble concentrating and head and neck to comfort. The magnitude of changes for these items was clinically meaningful and the durability of effect was maintained over the length of the 22-week study. In addition to a favorable impact on symptom scores with ampreloxetine treatment. There was an improvement in activities of daily living that require walking and standing for a short time. For someone with MSA suffering with symptomatic nOH, even standing for a short time can have an enormous impact on quality of life. Moving to the upper right-hand section of the slide. Ampreloxetine is a single 10-milligram tablet administered once per day, which is especially beneficial to MSA patients with dysphagia or difficulty swallowing.

This is a frequent and disabling symptom of MSA. A single tablet administered once daily with a key differentiating factor from current therapies that require multiple tablets administered several times each day. Moving to the bottom right section of the slide. Patients with nOH are at risk for a dangerous increase in blood pressure while in the supine position. This is known as supine hypertension. The two FDA-approved therapies for nOH each have black box warnings on the label, highlighting the risk of supine hypertension. In a safety database of more than 800 patients in healthy subjects, the signal for supine hypertension has not been observed with ampreloxetine treatment, offering the potential for yet another important differentiating feature relative to the current therapies.

Slide 13 shows the study design for the registrational study 0197 or CYPRESS in MSA patients with symptomatic nOH. We will begin enrolling patients in the CYPRESS study imminently. This study includes a 12-week open-label period, followed by an 8-week double-blind period. It’s a placebo-controlled, randomized withdrawal study with a primary endpoint of change in the OHSA composite score. Taking learnings from our prior study, we have streamlined the operational infrastructure and optimize the country in site selection. Importantly, we have aligned with the FDA on the primary endpoint and the overall study design. We look forward to sharing progress as we start enrolling the study. I’ll now turn the call over to Aziz to review the financials.

Aziz Sawaf: Thanks, Rick. Turning to Slide 15, I’ll provide an update on our return of capital program. As Rick mentioned earlier, we have increased the program by $75 million and $250 million to $325 million is completed approximately $155 million today in the form of share buybacks, including $60 million completed in the open market, which was initiated in mid-December. This $155 million represents approximately 50% of the upsized capital return program, and we have $170 million remaining assets today. We expect to complete the remainder of the program by end of 2023. Today, we have bought back approximately 15 million shares at a weighted average share price of $10.21. Turning to Slide 16, which covers our Q4 2022 financial highlights, starting with the balance sheet items.

We ended Q4 with approximately $327 million of cash. Within the quarter we had two significant cash outflows. First, we paid $180 million of taxes related to the sale of our technology royalties. This tax payment was $3 million less than expected when we bought the tax liability at the end of Q3. Second, we have $34 million worth of share buybacks. Excluding these two cash outflows, we incurred $7 million of cash burn in Q4 and a substantial improvement versus prior quarters and a result of the share repurchases, we ended 2022 to 65 million shares outstanding. Our end of 2022 cash balance of $327 million excludes the remaining $197 million earmarked for a return of a program in 2023, including the amounts already purchased in early 2023 and the remaining amount on the program as of today.

The Board continuously evaluates progress towards achieving towards achievement of our financial targets and other factors, and if appropriate, we’ll update the plan accordingly as demonstrated by the action today to substantially increase the size of the program. Now from a P&L perspective, Q4 operating expenses, excluding share-based comp, were $25 million. Note that the R&D spend in the quarter was higher versus prior quarter, driven primarily by start-up costs incurred for the ampreloxetine Phase III CYPRESS study. Q4 share-based comp was $6.9 million, which is approximately 50% less than the same period in 2021. For full year actuals versus our 2022 financial guidance, total operating expenses and R&D expenses were in line with guidance and SG&A is $2 million above the high end.

Turning to Slide 17, I’ll conclude by covering 2023 financial guidance. In 2023, guiding towards R&D OpEx of between $35 million and $45 million and SG&A OpEx of between $45 million and $55 million, excluding share-based comp and onetime severance costs related to the 2023 headcount reduction. We expect these onetime severance and termination costs to be approximately $1 million to $2 million, a majority of which will be recognized in Q1. The 2023 guidance midpoint for R&D represents a year-over-year reduction of 22%, all while incorporating new costs for the ampreloxetine Phase III program. Since we will incur employee-related costs for our discontinued research operations through March and will be required to close out research-related activities in to Q2, we expect R&D costs to be relatively higher in Q1 and to a lesser extent in Q2 before decreasing more significantly the remainder of the year.

And as a result, we continue to expect to generate profitability from a non-GAAP perspective in the second half of 2023. We do not include any potential onetime milestones in this profitability metric. Achieving profitability is dependent both on the cost savings and continued sales growth from YUPELRI. Relative to this goal, in Q4 2022, we incurred a non-GAAP loss of $7 million, which is the same amount as our cash burn of $7 million, excluding the tax payment and share buybacks. We will begin to break out this non-GAAP metric on our P&L starting Q1 2023. Lastly, while we are not providing formal guidance for this metric, stock-based comp is expected to be materially lower in 2023 versus 2022 and due to the elimination of onetime stock-based comp related to the 2021 restructuring, which was completed in 2022 and the lower headcount due to the reductions announced today.

With that, I’ll turn the call back to Rick for closing remarks. Rick?

Rick Winningham: Thanks, Aziz. On Slide 19, as we reviewed, we’re taking three additional strategic actions to drive near, mid and long-term value creation, upsizing the capital return program to $325 million. This continuing investments in research, reducing head count by approximately 17%, focusing exclusively on ampreloxetine and YUPELRI; and three, evolving the Board, which includes the appointment of Susannah Gray as an Independent Director of the Board. And again, we’re looking forward to benefiting from her deep expertise, and we’re committing to declassifying Board of Directors. Before we open the call up for questions, I’d like to reiterate a few key items. Our team is laser-focused on building on last year’s growth of YUPELRI and generating important data from the PIFR-2 study in the second half of 2023.

Additionally, we remain focused on advancing ampreloxetine with study initiation and patient enrolment in the Phase III program as well as achieving orphan drug designation. And importantly, we will continue to execute on achieving the important goal of non-GAAP profitability in the second half of the year, all of which should continue to drive shareholder value. Thank you, everyone, for your time and your participation, and I’ll now hand the call back to the operator for questions.

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Operator: And our first question comes from the line of David Risinger from SVB Securities.

David Risinger: Thanks, very much. And thank you for the update and the commentary on the prospects. So, I have a few questions, please. First, with respect to YUPELRI profit growth, it’s obviously been constrained and been well below end-market sales growth due to the partnership change. But I’m hoping that you can help us understand when that annualizes and we should see the positive inflection in YUPELRI profit growth once it annualizes? And then the follow-on to that is, when should we expect YUPELRI profit growth to approach that of end market sales growth? And then a separate financial question, please. In terms of thinking about R&D spending beyond ’24, once you’re done with TGFR-2, any color you can provide on that? I know that you’re not going to provide guidance for 2024 at this time, but if you could help us understand the outlook for R&D spending beyond ’23, that would be helpful? Thank you.

Rick Winningham: Sure. Thank you, David. I’ll take the last question, and then I’ll kick it over to Aziz to provide some color on the first two questions. So, our post ampreloxetine, it’s — that’s what we’re ampreloxetine R&D really development spending and the regulatory cost and progressing it to approval, assuming success, that’s going to contribute a majority of the R&D costs as we assume today. Obviously, through 2023 or part of 2023, we’ll have TGFR costs, which we’re also absorbing. But with data in the second half of ’23, those TGFR costs are going to drop materially. So, Aziz, do you want to comment on David’s first two questions?

Aziz Sawaf: Yes. David. I think when you’re saying profitability, maybe you’re referring to the collaboration revenue. As a reminder, we achieved all-time high profitability this quarter, just like the last couple of quarters. In terms of normalization of the amount that this would have happened in the last couple of quarters, the only time that would have been affected was early on in 2022 after we had the restructuring within Theravance. As you know, since we reduced our commercial footprint a little bit. And that reduction in spend actually reduces our collaborating revenue because the 65% of the cost reimbursement is baked into that number. So that would have washed out in the beginning of the first half of last year. So Q3 and Q4 of 2022 would reflect more normalized spend.

So, going forward, if you just think about the collaboration revenue and profit, in spend has been somewhat normalized, if you just take 35% of the incremental sales that should flow to both the collaboration revenue and the bottom line as well.

David Risinger: Great. Thank you.

Operator: And our next question comes from the line of Douglas Tsao from H.C. Wainright. Your question please.

Douglas Tsao: Hi. Good afternoon. Thanks for taking my question. I think in terms of YUPELRI, you indicated that in the hospital, there was a slight decrease in share and that was largely driven by just the overall market growth. So, in terms of the accounts that you’re selling, was your market share largely unchanged? Or did you see a drop there as well?

Rhonda Farnum: Yes. Thanks, Doug, for the question. So, for those particular accounts where we have secured not only the formulary position, but also the LAMA of choice. We do have a higher market share. But when you look at the overall marketplace and particularly due to the fact that in December, the entire nebulized market went up significantly, as I highlighted, the highest since the launch of YUPELRI it affected our overall drop.

Rick Winningham: Doug, we continue to see overall very strong overall growth, and that’s driven both by the market but also driven very importantly by the work done in achieving both formulary status and LAMA of choice as Rhonda emphasized.

Douglas Tsao: And so, as we look ahead because obviously, the volume growth has been really impressive, should we see and you continue to have these important formulary wins and LAMA of choice wins in particular, should we see a resumption of that share growth trend that we’ve seen pretty consistently for the last three years?

Rhonda Farnum: Yes. And as I commented during the earnings script, we have already seen a return to growth in the first couple of months of the year. So, we’ll continue to obviously continue to work through those accounts where we know there are opportunities and we believe with the prior success that we have the ability to continue to capture that LAMA Choice position.

Douglas Tsao: Okay great. Thank you very much.

Operator: And our next question comes from the line of Eva Privitera from Cowen. Your question please.

Eva Privitera: Hi. Congrats on the quarter and thanks for taking my question. So, with the discontinuation of R&D and the expectation that YUPELRI will start generating meaningful cash. How are you approaching capital allocation after the $325 million share repurchase is complete? Should we expect accumulated cash balances to be returned? And if so, would this be additional share repurchase? Or can we expect something like a quarterly dividend in the future?

Rick Winningham: Well, I think — thanks for the question. I think as Aziz pointed out, we’re going to execute on the $325 million capital return if we can after looking at what’s in front of us, if we can increase the returns to shareholders and the whatever form it might take, then we will do that. Obviously, we’ve got — we’ll still continue to spend on YUPELRI and a bit on ampreloxetine, but the — we’ll certainly look at returning capital as we can in excess of the $325 million.

Eva Privitera: Okay. Thank you.

Operator: And our next question comes from the line of William Humphrey from Morgan Stanley. Your question please.

Vikram Purohit: This is Will on for Vikram. Thanks for taking my question. Back on YUPELRI, what’s your latest thinking on if positive PIFR-2 data, is going to be increasing sales or share? And if so, how significant of an increase, particularly in that in-hospital share? Do you see that driving? Or I guess, how do you see that influencing prescriber behaviour?

Rhonda Farnum: Thanks all for the question. In looking at the hospital component specifically, having the ability to be even more definitive on the appropriate patient as well as the role relative to handheld choice in the inpatient environment a positive PIFR-2 study would certainly help to improve that messaging and pull through. Similarly, you would expect the same to be able to affect the community or outpatient volume. As particularly in that sense, helping clinicians understand not only the importance of reassessing a patient’s ability to utilize a handheld device versus what can be offered with the nebulized therapy, definitely contributing to a competitive advantage in that particular situation.

Rick Winningham: I think the real opportunity here, Will, with PIFR, as Rhonda indicates, it’s really growing beyond what is considered the traditional nebulized market and making progress growing beyond the traditional nebulize market, which is about one in 10 COPD patients to something greater than that while the foothold would be in the hospital, the majority of the volume will be in the outpatient. And I think that’s the real opportunity with the PIFR program.

Vikram Purohit: Okay. That’s very helpful. Thanks very much.

Operator: And our next question comes from the line of Liisa Bayko from Evercore ISI. Your question please.

Liisa Bayko: I just wanted to ask a couple of questions about the CYPRESS study for ampreloxetine in MSA. First of all, what are your powering assumptions for this study design as it relates to the OSHA score?

Rick Graham: Yes. Liisa, this is Rick Graham. We don’t disclose powering assumptions, but just assume that it is traditionally powered as a traditional Phase III study. I think 1 of the things that I can point to is if you look at our data from the 170 study, in the MSA patients. We had a statistically significant outcome in the 38 MSA patients using this OHSA composite. So that should give you a sense of what we’re looking at here.

Liisa Bayko: And how does that — okay, I see what you’re saying there. Okay, fine. And then can you remind us of the exclusivity for ampreloxetine?

Rick Winningham: Yes, sure. We would expect composition of matter with patent term extension to be out to 2035. And then beyond that, for ampreloxetine in the use of nOH. have added a new slide to the deck Slide 26, which outlines the patent protection for both YUPELRI and ampreloxetine.

Liisa Bayko: Okay, great. Thank you very much.

Operator: This does conclude the question-and-answer session of today’s program. I’d like to hand the program back to Mr. Winningham for any further remarks.

Rick Winningham: Yes, I’d just like to thank everyone for joining us today on this important call outlining both the strategic actions that we’ve taken and the review of 2022 performance and the outlook of — for 2023. We’re excited about what we can accomplish in the business in 2023 with the focus on YUPELRI and ampreloxetine, and we look forward to bringing you updates as we work through the year and work through the important capital return program and increase of which we highlighted today. So please have a good day, and thank you for joining us.

Operator: Thank you, ladies and gentlemen, for your participation in today’s conference. This does conclude the program. You may now disconnect. Good day.