Innoviva, Inc. — Director's Dealing 2021

May 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Innoviva, Inc. (INVA)
CIK: 0001080014
Period of Report: 2021-05-21

Reporting Person: Raifeld Pavel (Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-21	Nonstatutory Stock Option	$13.17	A	100000	Acquired	2031-05-21	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2500	Direct

Footnotes

F1: Includes 2,500 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2021.

F2: 25% of the options will vest on May 20, 2022 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Raifeld's continuous service through the applicable vesting date, with accelerated vesting in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) or in the event that Mr. Raifeld experiences an "involuntary termination" (as defined in Mr. Raifeld's option agreement) within 24 months following a "change in control."