OBLIGATIONS OF ANY SORT, INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION
INSURANCE. CONSULTANT RECOGNIZES AND AGREES THAT CONSULTANT HAS NO
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EXPECTATION OF PRIVACY WITH RESPECT TO THERAVANCE'S TELECOMMUNICATIONS,
NETWORKING OR INFORMATION PROCESSING SYSTEMS (INCLUDING, WITHOUT LIMITATION,
COMPUTER FILES, EMAIL MESSAGES AND ATTACHMENTS, AND VOICE MESSAGES) AND THAT
CONSULTANT'S ACTIVITY, AND ANY FILES OR MESSAGES, ON OR USING ANY OF THOSE
SYSTEMS MAY BE MONITORED AT ANY TIME WITHOUT NOTICE.
7.
ASSIGNMENT.
THIS AGREEMENT AND THE
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.
ANY ATTEMPT TO
DO SO SHALL BE VOID.
THERAVANCE SHALL BE FREE TO ASSIGN OR TRANSFER THIS
AGREEMENT TO A THIRD PARTY.
8.
NO CONFLICT.
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.
9.
COMPANY POLICIES.
CONSULTANT
REPRESENTS THAT HE HAS READ THE THERAVANCE INSIDER TRADING POLICY PROVIDED
HEREWITH 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 OR
8 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 CONSTRUED AS A WAIVER OF SUCH RIGHTS.
11.
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS BETWEEN THE PARTIES AND CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF.
12.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER
COMMUNICATIONS CALLED FOR BY THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN GIVEN
IF MADE IN WRITING AND MAILED, POSTAGE PREPAID, TO THE ADDRESS OF EACH PARTY SET
FORTH ABOVE, OR TO SUCH OTHER ADDRESSES AS EITHER PARTY SHALL SPECIFY TO THE
OTHER.
13.
AMENDMENTS.
NO CHANGES OR MODIFICATIONS OR
WAIVERS TO THIS AGREEMENT WILL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY BOTH
PARTIES.
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14.
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT SHALL BE DETERMINED TO BE ILLEGAL OR UNENFORCEABLE,
THAT PROVISION WILL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY SO
THAT THIS AGREEMENT