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 CUSTOMERS OR EMPLOYEES) 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 MAKE USE OF
ANY PROPRIETARY INFORMATION EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THERAVANCE
OR TO THE EXTENT NECESSARY IN PERFORMING SERVICES FOR THERAVANCE.
HOWEVER,
CONSULTANT SHALL NOT BE OBLIGATED UNDER THIS PARAGRAPH WITH RESPECT TO
INFORMATION CONSULTANT CAN DOCUMENT (I) IS OR BECOMES READILY PUBLICLY AVAILABLE
WITHOUT RESTRICTION THROUGH NO FAULT OF CONSULTANT, OR (II) THAT CONSULTANT KNEW
WITHOUT RESTRICTION PRIOR TO ITS DISCLOSURE BY THERAVANCE.
UPON TERMINATION OF
THIS AGREEMENT OR AS OTHERWISE REQUESTED BY THERAVANCE, CONSULTANT WILL PROMPTLY
RETURN TO THERAVANCE ALL DOCUMENTS, MATERIALS AND COPIES CONTAINING OR EMBODYING
PROPRIETARY INFORMATION, EXCEPT THAT CONSULTANT MAY KEEP A PERSONAL COPY OF
(I) COMPENSATION RECORDS RELATING TO THE SERVICES AND (II) THIS AGREEMENT.
4.
SOLICITATION AND SERVICES FOR
COMPETITORS.
AS ADDITIONAL PROTECTION FOR PROPRIETARY INFORMATION, CONSULTANT
AGREES THAT DURING THE TERM OF THIS AGREEMENT, CONSULTANT WILL NOT ENCOURAGE OR
SOLICIT ANY EMPLOYEE OF OR CONSULTANT TO THERAVANCE TO LEAVE THERAVANCE FOR ANY
REASON.
DURING THE TERM OF THIS AGREEMENT, YOU AGREE NOT TO SERVE AS AN OFFICER
OR AN EMPLOYEE OF ANY BUSINESS COMPETING WITH, OR SIMILAR TO THE BUSINESS OF,
THE COMPANY AND ENGAGED IN SUCH COMPETING OR SIMILAR BUSINESS OF THE COMPANY
ANYWHERE WITHIN ANY STATE, POSSESSION, TERRITORY OR JURISDICTION OF THE UNITED
STATES OF AMERICA OR ANY OTHER COUNTRY IN WHICH YOU HAVE PROVIDED SERVICES FOR
THE COMPANY.
IF ANY RESTRICTION SET FORTH IN THIS PARAGRAPH 4 IS HELD TO BE
UNREASONABLE OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN YOU
AGREE, AND HEREBY SUBMIT, TO THE REDUCTION AND LIMITATION OF SUCH PROHIBITION TO
SUCH AREA OR PERIOD AS SHALL BE DEEMED REASONABLE.
THIS RESTRICTION WILL NOT
APPLY TO YOUR SERVICE AS A MEMBER OF THE BOARD OF DIRECTORS OF OTHER COMPANIES,
REGARDLESS OF WHETHER OR NOT THEY ARE IN A BUSINESS THAT COMPETES WITH THE
COMPANY; PROVIDED THAT YOU CONTINUE TO ADHERE TO ALL OF YOUR OTHER OBLIGATIONS
HEREIN, INCLUDING WITHOUT LIMITATION YOUR CONFIDENTIALITY OBLIGATIONS.
5.
TERM AND TERMINATION.
THIS AGREEMENT
SHALL BECOME EFFECTIVE ON THE DATE HEREOF AND REMAIN IN FORCE UNTIL DECEMBER 31,
2006 UNLESS TERMINATED BY EITHER PARTY. CONSULTANT MAY TERMINATE THIS AGREEMENT
AT ANY TIME, FOR ANY REASON, BY GIVING THERAVANCE 10 DAYS' WRITTEN NOTICE.
THERAVANCE MAY ONLY TERMINATE THIS AGREEMENT FOR CAUSE, WHICH FOR PURPOSES OF
THIS AGREEMENT SHALL MEAN (A) A MATERIAL FAILURE TO COMPLY WITH THE THERAVANCE'S
WRITTEN POLICIES OR RULES, (B) CONVICTION OF, OR PLEA OF "GUILTY" OR "NO
CONTEST" TO, A FELONY UNDER THE LAWS OF