Innoviva, Inc. — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2012-08-03

Reporting Person: GLAXOSMITHKLINE PLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common Stock	P	316334	$28.21	Acquired	26130755	Indirect

Footnotes

F1: Common stock purchased pursuant to the right of GlaxoSmithKline LLC ("GSK LLC") under Section 2.1(d)(ii) of the Amended and Restated Governance Agreement by and among Theravance, Inc. (the "Issuer"), GSK LLC, Glaxo Group Limited and GlaxoSmithKline plc dated as of June 4, 2004, as amended. Pursuant to Section 2.1(d)(ii), GSK LLC has the right to purchase from the Issuer, on a quarterly basis, sufficient shares of common stock to maintain its ownership percentage in the Issuer taking into account the preceding quarter's option exercise and equity vesting activity.

F2: Shares of Common Stock are held of record by Glaxo Group Limited, an indirect wholly owned subsidiary of GlaxoSmithKline plc.