Exhibit 10.1
CONSULTING AGREEMENT
Effective June 22, 2008 Michael M. Kitt, M.D. ("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 UP TO 4 DAYS PER WEEK FOR THE PRIMARY PURPOSE OF ASSISTING
THERAVANCE WITH THE PREPARATION OF THE NEW DRUG APPLICATION FOR THE TELAVANCIN
HOSPITAL ACQUIRED PNEUMONIA INDICATION (THE "NDA").
SERVICES ALSO WILL INCLUDE
CONSULTING AND ADVISORY ASSISTANCE WITH THE COMPANY'S OTHER DEVELOPMENT-STAGE
PROGRAMS (E.G. TELAVANCIN CSSSI, GI PROKINETIC, PUMA AND TD-1792) AS REQUIRED.
AS FULL PAYMENT FOR THE SERVICES, CONSULTANT WILL (I) RECEIVE A MONTHLY
CONSULTING FEE OF $25,480.00 AND (II) CONTINUE TO VEST IN ANY (A) CURRENTLY
OUTSTANDING OPTIONS TO PURCHASE THE COMPANY'S COMMON STOCK AND (B) RESTRICTED
STOCK UNIT AWARDS (RSUS) THROUGH THE TERMINATION DATE OF THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS OF SUCH OPTIONS AND RSUS. 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.
THE PARTIES AGREE THAT AFTER THE DATE THE NDA IS SUBMITTED TO THE UNITED STATES
FOOD AND DRUG ADMINISTRATION (THE "NDA SUBMISSION DATE"): (I) CONSULTANT'S
SERVICE REQUIREMENT HEREUNDER WILL FALL TO 5 HOURS PER WEEK AT MUTUALLY
AGREEABLE TIMES THROUGH THE TERMINATION DATE OF THIS AGREEMENT;
(II) CONSULTANT'S MONTHLY CONSULTING FEE WILL CEASE; AND (III) CONSULTANT WILL
CONTINUE TO VEST IN ANY (A) THEN OUTSTANDING OPTIONS TO PURCHASE THE COMPANY'S
COMMON STOCK AND (B) RSUS THROUGH THE TERMINATION DATE OF THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS OF SUCH OPTIONS AND RSUS.
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