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 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 . As additional protection for
Proprietary Information, Consultant agrees that during the term of
this Agreement and for one year thereafter, Consultant will not
encourage or solicit any employee of or consultant to Theravance to
leave Theravance for any reason.
5.
Term and Termination . This Agreement shall become
effective on December 6, 2008 and remain in force until the
earlier of December 31, 2009 or when terminated by either party.
Consultant may terminate this Agreement at any time, for any
reason, by giving the Company 10 days’ written notice.
The Company may terminate this Agreement prior to December 31,
2009 only as provided in Section 8.2 hereof or for cause,
which for purposes hereof shall mean: (i) the
unauthorized use or disclosure of the confidential information or
trade secrets of the Company; (ii) conviction of a felony
under the laws of the United States or any state thereof;
(iii) negligence or misconduct; (iv) failure
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