Innoviva, Inc. — Director's Dealing 2011

Mar 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-03-15

Reporting Person: Brinkley David L (Head of Business Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common Stock	M	38271	$8.53	Acquired	136650	Direct
2011-03-15	Common Stock	M	3290	$3.10	Acquired	139940	Direct
2011-03-15	Common Stock	M	3931	$3.10	Acquired	143871	Direct
2011-03-15	Common Stock	S	45492	$22.08	Disposed	98379	Direct
2011-03-16	Common Stock	M	2100	$3.10	Acquired	100479	Direct
2011-03-16	Common Stock	S	2100	$22.02	Disposed	98379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-15	Stock Option (Right to Buy)	$8.53	M	38271	Disposed	2012-02-24	Common Stock (38271)	Direct
2011-03-15	Stock Option (Right to Buy)	$3.10	M	3290	Disposed	2013-01-24	Common Stock (3290)	Direct
2011-03-15	Stock Option (Right to Buy	$3.10	M	3931	Disposed	2013-01-24	Common Stock (3931)	Direct
2011-03-16	Stock Option (Right to Buy)	$3.10	M	2100	Disposed	2013-01-24	Common Stock (2100)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $22.00 to $22.24. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trades at prices ranging from $22.00 to $22.08. The price reported above reflects the weighted average sale price.

F3: Immediately exercisable