Elan Says Holders Do Not Approve Theravance/Elan Royalty Participation Deal

Theravance, Inc.

("Theravance") today announced that shareholders of Elan Corporation, plc

did not approve the Theravance/Elan royalty participation transaction proposal at Elan's Extraordinary General Meeting held in Dublin, Ireland. "While we are disappointed that Elan's shareholders did not approve this transaction, we are confident in our overall strategy, our respiratory programs partnered with GSK and our strategy to deliver value to shareholders," said Rick E Winningham, Theravance's Chief Executive Officer. "Looking forward, we remain focused on Theravance's key priorities in 2013, which are to optimize the US launch of BREO(TM) ELLIPTA(TM) in the third quarter, focus on seeking regulatory approvals for ANORO(TM) ELLIPTA(TM) and RELVAR ELLIPTA(TM) and to work toward separating its businesses into Royalty Management Co and Theravance Biopharma. We believe this strategy will unlock value, facilitate return of capital to stockholders and further our strategy of advancing medicines that address significant unmet medical needs." About the Separation As previously disclosed, Theravance intends to separate its biopharmaceutical operations and its late stage partnered respiratory assets into two independent publicly traded companies, referred to as Theravance Biopharma and Royalty Management Co, respectively. Theravance Biopharma will be primarily focused on the discovery, development and commercialization of small-molecule medicines in areas of significant unmet medical need. Royalty Management Co will focus on managing the rights to the significant potential royalty streams from certain products developed under the LABA collaboration with GSK. Theravance intends for Royalty Management Co to be the primary vehicle for the return of capital. Theravance is currently evaluating the optimal strategies to return capital to stockholders of Royalty Management Co following completion of the separation, including through dividends or the repurchase of shares and/or convertible deb t. BofA Merrill Lynch and Centerview Partners LLC are acting as financial advisors and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisers to Theravance in connection with the separation transaction.