Innoviva, Inc. — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-02-18

Reporting Person: Mammen Mathai (SVP, Research & Early Clin Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock	S	3701	$23.12	Disposed	252622	Direct
2011-02-20	Common Stock	F	3240	$22.50	Disposed	249382	Direct

Footnotes

F1: Dispositions made pursuant to a plan intended to comply with rule 10b5-1(c).

F2: This transaction was executed in multiple trades at prices from $23.03 to $23.12. 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.