SERVICES PERFORMED HEREUNDER
ARE PERSONAL TO CONSULTANT AND CONSULTANT SHALL NOT HAVE THE RIGHT OR ABILITY TO
ASSIGN, TRANSFER, OR SUBCONTRACT ANY OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE WRITTEN CONSENT OF THERAVANCE.
2
ANY ATTEMPT TO DO SO SHALL BE VOID.
THERAVANCE SHALL BE FREE TO ASSIGN OR
TRANSFER THIS AGREEMENT TO A THIRD PARTY.
8.
REPRESENTATIONS.
8.1
CONSULTANT REPRESENTS AND WARRANTS THAT HE HAS NEVER BEEN:
(1) DEBARRED, EXCLUDED OR CONVICTED OF A CRIME FOR WHICH A PERSON CAN BE
DEBARRED UNDER 21 U.S.C. § 335A; (2) EXCLUDED BY THE OIG OR OTHER GOVERNMENT
ENTITY AS LISTED ON OR ; OR
(3) THREATENED TO BE DEBARRED, EXCLUDED OR INDICTED FOR A CRIME OR OTHERWISE
ENGAGED IN CONDUCT FOR WHICH A PERSON CAN BE DEBARRED, EXCLUDED OR INDICTED.
CONSULTANT AGREES TO NOTIFY THERAVANCE IMMEDIATELY IN THE EVENT OF ANY SUCH
DEBARMENT, EXCLUSION, CONVICTION, THREAT OR INDICTMENT OCCURRING DURING THE TERM
OF THIS AGREEMENT, OR THE THREE (3) YEAR PERIOD FOLLOWING THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
8.2
IF AT ANY TIME DURING THE TERM OF THIS AGREEMENT, CONSULTANT
BECOMES THE SUBJECT OF ANY PROCEEDINGS FOR DISQUALIFICATION, DEBARMENT,
DELISTING, EXCLUSION, OR DENIAL OR REVOCATION OF LICENSURE, AS DESCRIBED ABOVE,
THERAVANCE SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT EFFECTIVE UPON THE
DATE OF SUCH NOTICE BY CONSULTANT.
8.3
CONSULTANT REPRESENTS AND WARRANTS THAT (I) HIS PERFORMANCE
HEREUNDER WILL NOT BREACH ANY AGREEMENT OR OBLIGATION TO KEEP IN CONFIDENCE
PROPRIETARY INFORMATION ACQUIRED BY CONSULTANT IN CONFIDENCE OR TRUST PRIOR TO
OR DURING CONSULTANT'S ENGAGEMENT WITH THERAVANCE, AND (II) ALL WORK UNDER THIS
AGREEMENT WILL BE CONSULTANT'S ORIGINAL WORK AND NONE OF THE SERVICES OR
INVENTIONS OR ANY DEVELOPMENT, USE, PRODUCTION, DISTRIBUTION OR EXPLOITATION
THEREOF WILL INFRINGE, MISAPPROPRIATE OR VIOLATE ANY INTELLECTUAL PROPERTY OR
OTHER RIGHT OF ANY PERSON OR ENTITY.
CONSULTANT REPRESENTS AND WARRANTS THAT HE
HAS NOT ENTERED INTO, AND AGREES THAT HE WILL NOT ENTER INTO, ANY AGREEMENT
WHETHER WRITTEN OR ORAL IN CONFLICT WITH THIS AGREEMENT OR WITH HIS OBLIGATIONS
AS A CONSULTANT TO THERAVANCE. IN THIS REGARD, DURING THE TERM OF THIS
AGREEMENT, CONSULTANT AGREES TO (I) NOTIFY THE COMPANY IN ADVANCE OF ACCEPTING
ANY EMPLOYMENT OR ADDITIONAL CONSULTING ASSIGNMENTS, AND (II) REFRAIN FROM
WORKING ON ANY PRODUCT OR PROGRAM THAT IS COMPETITIVE WITH A COMPANY PRODUCT OR
PROGRAM WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
9.
COMPANY POLICIES.
CONSULTANT REPRESENTS THAT HE HAS READ THE
THERAVANCE INSIDER TRADING POLICY, THE THERAVANCE TRAVEL POLICY AND THE
THERAVANCE CODE OF BUSINESS CONDUCT LOCATED AT
, AND AGREES TO ABIDE BY EACH SUCH POLICY
DURING THE TERM OF THIS AGREEMENT.
10.
REMEDIES.
ANY BREACH OF SECTION 2, 3, 4, 8 OR 9 WILL CAUSE
IRREPARABLE HARM TO THERAVANCE FOR WHICH DAMAGES WOULD NOT BE AN ADEQUATE
REMEDY, AND, THEREFORE, THERAVANCE WILL BE ENTITLED TO INJUNCTIVE RELIEF WITH
RESPECT THERETO IN ADDITION TO ANY OTHER REMEDIES.
THE FAILURE OF EITHER PARTY
TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT AT ANY TIME FOR ANY PERIOD SHALL NOT
BE