Exhibit 10.48

THERAVANCE, INC.
2009 CHANGE IN CONTROL SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION

(As adopted by the Board of Directors on December 16, 2009)

The Theravance, Inc. 2009 Change in Control Severance Plan (the “Plan”) is primarily designed to provide separation pay and other benefits to Theravance, Inc. (the “Corporation”) executives who meet the eligibility requirements as set forth below (an “Eligible Executive”) and whose employment is involuntarily terminated in connection with a change in control.

Eligible Executives will not be eligible for severance benefits under the Company’s Amended and Restated Change in Control Severance Plan.

This Plan is designed to be an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  This Plan is governed by ERISA and, to the extent applicable, the laws of the State of California.  This document constitutes both the official plan document and the required summary plan description under ERISA.

I.                                         ELIGIBILITY

You will be an Eligible Executive for severance benefits under the Plan if:

·                  you are an officer of the Corporation who was either (i) hired after December 16, 2009 or (ii) promoted to an officer level position after December 16, 2009;

·                  your active employment is Involuntarily Terminated other than for Misconduct within the designated period following a Change in Control;

·                  you execute a waiver and general release of all claims in a form provided by and acceptable to the Corporation as provided for in the section entitled “Release and Waiver of Claims,” within the prescribed number of days following your date of termination, as set forth in such release; and

·                  you are not in one of the excluded categories listed below.

You will not be an Eligible Executive for severance benefits under this Plan if:

·                  you are an independent contractor, a temporary employee, part-time employee working fewer than 32 hours per week, probationary employee or student employee;

·                  you are employed with a successor employer following a Change in Control.  However, you would be eligible for severance benefits pursuant to the terms of the Plan upon a subsequent Involuntary Termination other than for Misconduct within the designated period following a Change in Control; or

·                  you are dismissed for Misconduct.

II.                                     HOW THE PLAN WORKS

1.             Severance Guidelines

If you are an Eligible Executive and your employment is Involuntarily Terminated within three (3) months before or twenty-four (24) months after a Change in Control, you will be paid a Severance Payment calculated as follows:

If you were an officer of the Corporation immediately before the Change in Control:

·                  100% of your combined Annual Base Pay and Target Bonus, plus

·                  A pro-rata portion of your current target bonus based on the number of full months of employment completed in the applicable period on the date of termination in such year of termination.

If you were senior vice president or an executive vice president of the Corporation immediately before the Change in Control:

·                  150% of your combined Annual Base Pay and Target Bonus, plus

·                  A pro-rata portion of your current target bonus based on the number of full months of employment completed in the applicable period on the date of termination in such year of termination.

If you were the chief executive officer of the Corporation immediately before the Change in Control:

·                  200% of your combined Annual Base Pay and Target Bonus, plus

·                  A pro-rata portion of your current target bonus based on the number of full months of employment completed in the applicable period on the date of termination in such year of termination.

Payments made under this Plan shall not be treated as “compensation” for purposes of the Theravance, Inc. 401(k) Profit Sharing Plan.  An Eligible Executive will also receive his unpaid salary through his termination date and a lump sum payment for all accrued and unused vacation (through the termination date) in a final paycheck provided on his last day of work.

The full amount of any balance and accrued interest remaining on any outstanding loans owed by the Eligible Executive to the Corporation as of the date of termination shall be forgiven in full immediately upon the Eligible Executive’s Involuntary Termination.

The Severance Payment under this subsection 1 shall be paid in one lump sum from the general assets of the Corporation on the first scheduled payroll date of the Corporation following the latest of the following dates:  the Eligible Executive’s last day of employment, the date the Corporation receives the Eligible Executive’s signed release, or the date the revocation period (if any) specified in the release expires.  If the release has not been signed by the Eligible Executive and become effective by the date that is two and one-half months after the end of the year in

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which employment ceases, then the Eligible Executive will cease to be eligible for benefits under this Plan.

2.             Group Insurance Coverage

If an Eligible Executive becomes entitled to a Severance Payment under this Plan, then the Corporation shall continue to provide all welfare benefits provided on the date of termination to the Eligible Executive and, if applicable, to the Eligible Executive’s dependents for the following periods:

·                  12 months if you were an officer of the Corporation immediately before the Change in Control

·                  18 months if you were a senior vice president or an executive vice president of the Corporation immediately before the Change in Control

·                  24 months if you were the chief executive officer of the Corporation immediately before the Change in Control

The Corporation’s obligation to pay premiums or make contributions shall cease when the Eligible Executive obtains new employment offering comparable welfare benefits.  All welfare benefits, other than pursuant to COBRA, shall cease on the last day of the second calendar year following the year in which the separation from service occurs. The Corporation will pay the monthly premium under COBRA for the Eligible Executive and, if applicable, his or her dependents until the earliest of (a) the end of the period of 12, 18 or 24 months (as applicable based on the formula set forth above) following the month in which the Eligible Executive’s employment terminates or (b) the expiration of the Eligible Executive’s continuation coverage under COBRA.

3.             Equity

If an Eligible Executive becomes entitled to a Severance Payment under this Plan, then the Corporation shall fully vest the officer in all of his unvested shares and options, and such options shall become fully exercisable, as of the date of termination.

4.             Definitions

Annual Base Pay shall mean the Eligible Executive’s base salary at the highest rate in effect at any regularly scheduled payroll period preceding the occurrence of the Change in Control and does not include, for example, bonuses, overtime compensation, incentive pay, sales commissions or expense allowances.

Target Bonus shall mean the normal bonus amount that would be paid for achieving 100% of goals or MBOs as used in the applicable annual bonus plan.

Involuntary Termination shall mean the termination of the service of the Eligible Executive which occurs by reason of:

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A.            such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or

B.            such individual’s voluntary resignation following (i) a material diminution in the Eligible Executive’s authority, duties or responsibilities, (ii) a material reduction in his or her base compensation, (iii) a material change in the geographic location at which he or she must perform services for the Corporation or (iv) any other action or inaction that constitutes a material breach by the Corporation of the agreement under which the Eligible Executive provides services.  For the Eligible Executive to receive the benefits under this Plan as a result of a voluntary resignation under this clause B, all of the following requirements must be satisfied:  (1) the Eligible Executive must provide notice to the Corporation of his or her intent to assert this clause B within 90 days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iv); (2) the Corporation will have 30 days from the date of such notice to remedy the condition and, if it does so, the Eligible Executive may withdraw his or her resignation or may resign with no Plan benefits; and (3) any termination of employment under this clause B must occur within two years of the initial existence of one or more of the conditions set forth in subclauses (i) through (iv).  Should the Corporation remedy the condition as set forth above and then one or more of the conditions arises again within two years following the occurrence of a Change in Control, the Eligible Executive may assert this clause B again subject to all of the conditions set forth herein.

Misconduct shall mean the commission of any material act of fraud, embezzlement or dishonesty by an individual, any material unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional material misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary).

Change in Control shall mean:

A.            The consummation of a merger or consolidation of the Corporation with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Corporation immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;

B.            The sale, transfer or other disposition of all or substantially all of the Corporation’s assets;

C.            A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either:

(i)                                     had been directors of the Corporation on the date 24 months prior to the date of such change in the composition of the Board (the “Original Directors”) or

(ii)                                  were appointed to the Board, or nominated for election to the Board, with the affirmative votes of at least a majority of the aggregate of (A) the

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Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a manner consistent with this clause (ii); or

D.            Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least 50% of the total voting power represented by the Corporation’s then outstanding voting securities.  For purposes of this Paragraph (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of the common stock of the Corporation.

Except with respect to a GSK Change In Control (defined below), (i) any stock purchase by SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), pursuant to the Class A Common Stock Purchase Agreement dated as of March 30, 2004 or (ii) the exercise by GSK of any of its rights under the Amended and Restated Governance Agreement dated as of June 4, 2004 among the Corporation, GSK, GlaxoSmithKline plc and Glaxo Group Limited, as amended (the “Governance Agreement”) to representation on the Board (and its committees) or (iii) any acquisition by GSK of securities of the Company (whether by merger, tender offer, private or market purchases or otherwise) not prohibited by the Governance Agreement shall not constitute a Change in Control.  A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.  A “GSK Change In Control” shall mean the acquisition by GSK of the Company’s Voting Stock (as defined in the Governance Agreement) that would bring GSK’s Percentage Interest (as defined in the Governance Agreement) to 100% in compliance with the provisions of the Governance Agreement.

5.             Golden Parachute Tax Limitation

The Internal Revenue Code imposes a 20% excise tax on certain payments and other benefits received by certain officers and shareholders in connection with a change of control involving the Corporation.  Such payments can include severance pay, loan forgiveness and acceleration of option vesting.

Basic Rule

In the event that it is determined that any payment or distribution of any type to or for the benefit of the Eligible Executive made by the Corporation, by any of its affiliates, by any person who acquires ownership or effective control of the Corporation or ownership of a substantial portion of the Corporation’s assets (within the meaning of section 280G of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or under any other agreement including an Eligible Executive’s stock option agreement and including loan forgiveness (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such

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interest or penalties, are collectively referred to as the “Excise Tax”), then the Total Payments shall be made to the Eligible Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Total Payments being subject to Excise Tax (a “Reduced Payment”), whichever of the foregoing results in the receipt by the Eligible Executive on an after-tax basis, of benefits of the greatest value, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax.

Reduction of Payments

For purposes of determining whether to make a Reduced Payment, the Corporation shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Eligible Executive (including the Excise Tax).  If a Reduced Payment is made, the Corporation shall reduce or eliminate the Total Payments in the following order: (1) cancellation of accelerated vesting of stock options with no intrinsic value, (2) reduction of cash payments, (3) cancellation of accelerated vesting of equity awards other than stock options, (4) cancellation of accelerated vesting of stock options with intrinsic value and (5) reduction of other benefits paid to the Eligible Executive.  In the event that acceleration of vesting is reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Eligible Executive’s equity awards.  In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of the Determination (as defined below).  For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares.

All mathematical determinations and all determinations of whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code) shall be made by an independent accounting firm selected by the Corporation (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations, both to the Corporation and to the Eligible Executive within seven business days of the Eligible Executive’s termination date, if applicable, or such earlier time as is requested by the Corporation or by the Eligible Executive (if the Eligible Executive reasonably believes that any of the Total Payments may be subject to Excise Tax).  In any event, as promptly as practicable following the Accounting Firm’s Determination, the Corporation shall pay or transfer to or for the benefit of the Eligible Executive such amounts as are then due to him or her and shall promptly pay or transfer to or for the benefit of the Eligible Executive in the future such amounts as become due to him or her.  Any determination by the Accounting Firm shall be binding upon the Corporation and the Eligible Executive, absent manifest error.

Underpayments and Overpayments.

As a result of uncertainty in the application of Sections 4999 and 280G of the Code at the time of an initial Determination by the Accounting Firm hereunder, it is possible that payments will have been made by the Corporation which should not have been made (an “Overpayment”) or that additional payments which will not have been made by the Corporation could have been made (an “Underpayment”), consistent in each case with the calculation of whether and to what extent a Reduced Payment shall be made hereunder.  In either event, the Accounting Firm shall determine the amount of the Overpayment or Underpayment that has occurred.  In the event that the Accounting Firm determines that an Overpayment has occurred, such Overpayment shall be

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treated for all purposes as a loan to the Eligible Executive that he or she shall repay to the Corporation, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Eligible Executive to the Corporation if and to the extent that such payment would not reduce the amount that is subject to taxation under Section 4999 of the Code.  In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Corporation to or for the benefit of the Eligible Executive, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code.

If this Section 5 is applicable, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Eligible Executive’s rights to the Total Payments.

6.             Mandatory Deferral of Payments.

This Section 6 shall only apply if the Corporation determines that the Eligible Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder when his or her employment terminates.  If this Section 6 applies, it shall supersede any contrary provision of this Agreement.  To the extent that no exemption from Section 409A of the Code is available for the benefits under Section 1 or 2, such payments shall commence on the earliest practicable date that occurs more than six months after the Eligible Executive’s employment terminates.  The severance payments or benefits that otherwise would have been made during the first six months following the termination date shall be paid in a lump sum on the first day of the seventh month after the termination date.

III.                                 OTHER IMPORTANT INFORMATION

1.                                      Release and Waiver of Claims.  Any other provision of this Plan notwithstanding, an Eligible Executive shall not be entitled to receive any Severance Payment, other payment, or benefit under this Plan unless such Eligible Executive has executed a waiver of claims and a general release of all claims in favor of the Corporation and its affiliates.  Such release shall be executed on a form provided by and acceptable to the Corporation.  The Corporation shall complete the form of release and deliver it to the Eligible Executive within 30 days after his or her employment terminates.  The form of the release will specify how much time such Eligible Executive has to sign it and whether there is a revocation period.

2.                                      Plan Administration.  As the Plan Administrator, the Corporation has full discretionary authority to administer and interpret the Plan, including discretionary authority to determine eligibility for benefits under the Plan and the amount of benefits (if any) payable per participant. Any determination by the Plan Administrator will be final and conclusive upon all persons.  The Plan Administrator hereby delegates to the Chief Financial Officer all of its administrative duties.  Accordingly, the Chief Financial Officer, on behalf of the Plan Administrator, has full discretionary authority to carry out its delegated duties.  Any determination by the Chief Financial Officer will be final and conclusive upon all persons.  The Corporation, as the Plan Administrator, will indemnify and hold harmless the Chief Financial Officer for carrying out the responsibilities of the Plan Administrator; provided, however, such person does not act with gross negligence or willful misconduct.

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3.                                      Benefits.  The Corporation is not required to establish a trust to fund the Plan.  The benefits provided under this Plan are not assignable and may be conditioned upon your compliance with any confidentiality agreement you have entered into with the Corporation.

4.                                      Claims Procedure.  If you believe you are incorrectly denied a benefit or are entitled to a greater benefit than the benefit you receive under the Plan, you may submit a signed, written application to the Plan Administrator within ninety (90) days of your Termination Date or, in the case of a dispute involving a Reduced Payment, the date on which a Determination is made regarding a Reduced Payment.  You will be notified of the approval or denial of this claim within ninety (90) days of the date that the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim.  If your claim is denied, the notification will state specific reasons for the denial and you will have sixty (60) days from receipt of the written notification of the denial of your claim to file a signed, written request for a review of the denial with the Plan Administrator.  This request should include the reasons you are requesting a review, facts supporting your request and any other relevant comments.  Pursuant to its discretionary authority to administer and interpret the Plan and to determine eligibility for benefits under the Plan, the Plan Administrator will generally make a final, written determination of your eligibility for benefits within sixty (60) days of receipt of your request for review.

5.                                      Plan Terms.  This Plan supersedes any and all prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Corporation relating to a Change in Control event, for which you are eligible (including, without limitation, the Company’s Amended and Restated Change in Control Severance Plan), but excluding terms of the Corporation’s stock option plans and individual letter agreements which address the vesting of stock options or restricted stock.  In no event shall an Eligible Executive receive cash severance benefits under this Plan following a Change in Control event and under any other plan (including, without limitation, the Company’s Amended and Restated Change in Control Severance Plan), program or arrangement.

6.                                      Plan Amendment or Termination.  The Corporation, acting through its Board of Directors or its Compensation Committee, reserves the right to terminate or amend the Plan at any time and in any manner.  Any termination or amendment of the Plan may be made effective immediately with respect to any benefits not yet paid, whether or not prior notice of such amendment or termination has been given to affected employees.  However, no amendment or termination may be approved following the execution of a definitive agreement to effect any Change in Control involving the Corporation without the consent of 75% of the then participating Eligible Executives.

7.                                      Taxes.  Except as set forth herein, the Corporation will withhold taxes and other payroll deductions from any severance payment.

8.                                      No Right to Employment.  This Plan does not provide you with any right to continue employment with the Corporation or affect the Corporation’s right, which right is hereby expressly reserved, to terminate the employment of any individual at any time for any reason with or without cause.

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IV.                                STATEMENT OF ERISA RIGHTS

As a participant in the Plan, you are entitled to certain rights and protections under ERISA.  ERISA provides that all Plan participants shall be entitled to:

1.                                       Examine, without charge, at the Plan Administrator’s office, all Plan documents, including all documents filed by the Plan with the U.S. Department of Labor.

2.                                       Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable charge for the copies.

3.                                       File suit in a federal court, if you, as a participant, request materials and do not receive them within thirty (30) days of your request.  In such a case, the court may require the Plan Administrator to provide the materials and to pay you a fine of up to $100 for each day’s delay until the materials are received, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

In addition to creating rights for certain employees of the Corporation under the Plan, ERISA imposes obligations upon the people who are responsible for the operation of the Plan.  The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interest of the Corporation’s employees who are covered by the Plan.

No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit to which you are entitled under the Plan or from exercising your rights under ERISA.

If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to file suit in a federal or a state court.  If Plan fiduciaries are misusing the Plan’s assets (if any) or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or file suit in a federal court.  The court will decide who will pay court costs and legal fees.  If you are successful in your lawsuit, the court may, if it so decides, order the party you have sued to pay your legal costs, including attorney fees.  However, if you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim or suit is frivolous.

If you have any questions about the Plan, this statement or your rights under ERISA, you should contact the Plan Administrator or the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor.

ADDITIONAL PLAN INFORMATION

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