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