Innoviva, Inc. — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2012-05-16

Reporting Person: GLAXOSMITHKLINE PLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-16	Common Stock	P	10000000	$21.2887	Acquired	25814421	Indirect

Footnotes

F1: Common stock purchased pursuant to the Common Stock Purchase Agreement by and among Theravance, Inc. (the "Issuer"), GlaxoSmithKline LLC and Glaxo Group Limited ("GGL"), dated as of April 2, 2012, pursuant to which the Issuer agreed to issue and sell and GGL agreed to purchase 10,000,000 shares of Common Stock.

F2: Shares of Common Stock are held of record by GGL.