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 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 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