Innoviva, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2012-05-15

Reporting Person: Gunderson Robert V JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	A	6000	—	Acquired	78164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Stock Option (Right to Buy)	$21.62	A	6000	Acquired	2022-05-14	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5709	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: This option may be exercised and shall be vested as to 1/12th of the shares subject to this option when optionee completes each continuous month of service following the grant date.