Exhibit 10.2
CONSULTING AGREEMENT
Effective December 6, 2008, Arthur Campbell, One Marigold Lane, San Carlos, CA
94070 ("Consultant") and Theravance, Inc., 901 Gateway Boulevard, South San
Francisco CA 94080 ("Theravance" or the "Company") agree as follows:
1.
SERVICES AND PAYMENT. CONSULTANT AGREES TO CONSULT WITH AND
ADVISE THERAVANCE FROM TIME TO TIME, AT THERAVANCE'S REQUEST ("SERVICES") FOR
THREE AND ONE-HALF (3.5) DAYS PER WEEK ON SITE AT THERAVANCE OR TRAVELING AS
NECESSARY TO PERFORM THE SERVICES.
SERVICES TO BE PROVIDED HEREUNDER ARE SET
FORTH IN EXHIBIT A ATTACHED HERETO.
AS FULL PAYMENT FOR THE SERVICES,
CONSULTANT WILL (I) RECEIVE A CONSULTING FEE OF $21,422 PER MONTH PAYABLE
MONTHLY WITHIN THIRTY (30) DAYS OF THERAVANCE'S RECEIPT OF REASONABLY DETAILED
INVOICES THEREFOR, AND (II) CONTINUE TO VEST IN ANY CURRENTLY OUTSTANDING
(A) OPTIONS TO PURCHASE THE COMPANY'S COMMON STOCK AND (B) TIME-BASED RESTRICTED
STOCK UNIT AWARD (RSU) DURING THE TERM OF THIS AGREEMENT IN ACCORDANCE WITH THE
TERMS OF SUCH OPTIONS AND THE RSU. CONSULTANT SHALL ALSO BE ENTITLED TO
REIMBURSEMENT FOR EXPENSES FOR WHICH CONSULTANT HAS RECEIVED PRIOR APPROVAL FROM
THERAVANCE WITHIN THIRTY (30) DAYS OF CONSULTANT'S SUBMISSION OF RECEIPTS
THEREOF.
2.
OWNERSHIP OF INVENTIONS.
THERAVANCE SHALL OWN ALL RIGHT, TITLE
AND INTEREST (INCLUDING PATENT RIGHTS, COPYRIGHTS, TRADE SECRET RIGHTS,
TRADEMARK RIGHTS AND ALL OTHER RIGHTS OF ANY SORT THROUGHOUT THE WORLD) RELATING
TO ANY AND ALL INVENTIONS (WHETHER OR NOT PATENTABLE), INCLUDING WITHOUT
LIMITATION, DISCOVERIES, COMPOSITIONS OF MATTER, PHARMACEUTICAL FORMULATIONS,
METHODS OF USE, METHODS OF MAKING, TECHNIQUES, PROCESSES, FORMULAS,
IMPROVEMENTS, WORKS OF AUTHORSHIP, DESIGNATIONS, DESIGNS, KNOW-HOW, IDEAS AND
INFORMATION MADE OR CONCEIVED OR REDUCED TO PRACTICE, IN WHOLE OR IN PART, BY
CONSULTANT (SOLELY OR JOINTLY WITH OTHERS) DURING THE TERM OF THIS AGREEMENT
THAT ARISE OUT OF OR RELATE TO THE SERVICES OR ANY PROPRIETARY INFORMATION (AS
DEFINED BELOW) (COLLECTIVELY, "INVENTIONS").
CONSULTANT WILL PROMPTLY DISCLOSE,
PROVIDE AND ASSIGN ALL INVENTIONS TO THERAVANCE.
CONSULTANT SHALL FURTHER
ASSIST THERAVANCE, AT THERAVANCE'S EXPENSE, TO FURTHER EVIDENCE, RECORD AND
PERFECT SUCH ASSIGNMENTS, AND TO PERFECT, OBTAIN, MAINTAIN, ENFORCE, AND DEFEND
ANY RIGHTS ASSIGNED THROUGHOUT THE WORLD. SUCH ASSISTANCE MAY INCLUDE, BUT IS
NOT LIMITED TO, EXECUTION OF DOCUMENTS AND ASSISTANCE OR COOPERATION IN LEGAL
PROCEEDINGS.
CONSULTANT HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THERAVANCE
AS HIS AGENT AND ATTORNEY-IN-FACT TO ACT FOR AND ON CONSULTANT'S BEHALF TO
EXECUTE AND FILE ANY DOCUMENT AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO
FURTHER THE FOREGOING WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
CONSULTANT.
WHEN REQUESTED BY THERAVANCE, CONSULTANT WILL MAKE AVAILABLE TO
THERAVANCE ALL NOTES, DATA AND OTHER INFORMATION RELATING TO ANY INVENTION.
3.
PROPRIETARY INFORMATION.
CONSULTANT AGREES THAT ALL INVENTIONS
AND OTHER BUSINESS, TECHNICAL AND FINANCIAL INFORMATION CONCERNING THERAVANCE
(INCLUDING, WITHOUT LIMITATION, THE IDENTITY OF AND INFORMATION RELATING TO
THERAVANCE'S EMPLOYEES, VENDORS AND SERVICE PROVIDERS) THAT CONSULTANT DEVELOPS,
LEARNS OR OBTAINS DURING THE TERM OF THIS AGREEMENT OR WHILE HE IS PROVIDING
SERVICES CONSTITUTE "PROPRIETARY INFORMATION."
CONSULTANT WILL HOLD IN
CONFIDENCE AND NOT DISCLOSE OR MAKE AVAILABLE TO THIRD PARTIES OR