Innoviva, Inc. - M&A Activity 2015

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934

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THERAVANCE, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

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Common Stock, $0.01 par value per share (Title of Class of Securities)

88338T104 (CUSIP Number of Class of Securities)

Michael W. Aguiar Chief Executive Officer 951 Gateway Boulevard South San Francisco, CA 94080 (650) 238-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)

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Jay K. Hachigian Richard C. Blake Keith J. Scherer Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive Suite 900 Boston, MA 02210 Tel: (617) 648-9100

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CALCULATION OF FILING FEE

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Transaction Valuation*	Amount of Filing Fee**
$75,000,000	$7,552.50

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The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase shares of common stock, $0.01 par value, for an aggregate purchase price of up to $75,000,000. ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2016, equals $100.70 per million dollars of the value of the transaction. o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

ZEQ.=1,SEQ=1,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=678865,FOLIO='blank',FILE='DISK104:[15ZCQ1.15ZCQ76101]BA76101A.;49',USER='CHE108065',CD='28-OCT-2015;04:04' THIS IS THE END OF A COMPOSITION COMPONENT

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This Tender Offer Statement on Schedule TO (Schedule TO) is being filed by Theravance, Inc., a Delaware corporation (Theravance or the Company), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the Companys offer to purchase for cash shares of its common stock, $0.01 par value per share (the Shares), having an aggregate purchase price of up to $75,000,000, pursuant to (i) auction tenders at prices specified by the tendering stockholder of not less than $8.50 and not greater than $9.25 per Share (Auction Tenders) or (ii) purchase price tenders (Purchase Price Tenders), in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 30, 2015, and in the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the Offer) filed as exhibits to this Schedule TO. This Schedule TO is being filed in accordance with Rule 13e-4(c)(2) under the Exchange Act.

All information in the Offer to Purchase and the related Letter of Transmittal hereby is expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.

ITEM 1. Summary Term Sheet .

The information set forth in the section of the Offer to Purchase titled Summary Term Sheet is incorporated herein by reference.

ITEM 2. Subject Company Information .

(a) The name of the issuer is Theravance, Inc., a Delaware corporation. The address of the Companys principal executive offices is 951 Gateway Boulevard, South San Francisco, California 94080 and its telephone number is (650) 238-9600.

(b) This Schedule TO relates to the Shares of Theravance. As of October 29, 2015, there were 117,425,815 Shares issued and outstanding. The information set forth in the section of the Offer to Purchase titled Introduction is incorporated herein by reference.

(c) The information set forth in Section 7Price Range of Shares; Dividends of the Offer to Purchase is incorporated herein by reference.

ITEM 3. Identity and Background of Filing Person .

(a) Theravance, Inc. is the filing person and subject company. The information set forth in Item 2(a) is incorporated herein by reference. The information set forth in Section 9Certain Information Concerning the Company and Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

ITEM 4. Terms of the Transaction .

(a)(1)(i) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction, and in Section 1Number of Shares; Purchase Price; Proration of the Offer to Purchase is incorporated herein by reference.

(a)(1)(ii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction, and in Section 1Number of Shares; Purchase Price; Proration, Section 5Purchase of Shares and Payment of Purchase Price and Section 8Source and Amount of Funds of the Offer to Purchase is incorporated herein by reference.

ZEQ.=1,SEQ=2,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=592248,FOLIO='2',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07'

(a)(1)(iii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction, and in Section 1Number of Shares; Purchase Price; Proration, Section 3Procedures for Tendering Shares and Section 14Extension of the Offer; Termination; Amendment of the Offer to Purchase is incorporated herein by reference.

(a)(1)(iv) Not applicable.

(a)(1)(v) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 14Extension of the Offer; Termination; Amendment of the Offer to Purchase is incorporated herein by reference.

(a)(1)(vi) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 4Withdrawal Rights of the Offer to Purchase is incorporated herein by reference.

(a)(1)(vii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 3Procedures for Tendering Shares and Section 4Withdrawal Rights of the Offer to Purchase is incorporated herein by reference.

(a)(1)(viii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet, in Section 3Procedures for Tendering Shares and Section 5Purchase of Shares and Payment of Purchase Price of the Offer to Purchase is incorporated herein by reference.

(a)(1)(ix) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet, Introduction, in Section 1Number of Shares; Purchase Price; Proration and in Section 5Purchase of Shares and Payment of Purchase Price of the Offer to Purchase is incorporated herein by reference.

(a)(1)(x) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 2Purpose of the Offer; Certain Effects of the Offer and in Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

(a)(1)(xi) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 2Purpose of the Offer; Certain Effects of the Offer of the Offer to Purchase is incorporated herein by reference.

(a)(1)(xii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 3Procedures for Tendering Shares and Section 12Certain U.S. Federal Income Tax Consequences of the Offer to Purchase is incorporated herein by reference.

(a)(2)(i-vii) Not applicable.

(b) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction and in Section 2Purposes of the Offer; Certain Effects of the Offer and Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements .

(e) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

ZEQ.=2,SEQ=3,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=582191,FOLIO='3',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07'

ITEM 6. Purposes of the Transaction and Plans or Proposals .

(a) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and in Section 2Purpose of the Offer; Certain Effects of the Offer of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in Section 2Purpose of the Offer; Certain Effects of the Offer of the Offer to Purchase is incorporated herein by reference.

(c)(1-10) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction and in Section 2Purpose of the Offer; Certain Effects of the Offer, Section 8Source and Amount of Funds, Section 9Certain Information Concerning the Company and Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

ITEM 7. Source and Amount of Funds or Other Consideration .

(a), (b) and (d) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet, Section 6Conditions of the Offer and in Section 8Source and Amount of Funds of the Offer to Purchase is incorporated herein by reference.

ITEM 8. Interest in Securities of the Subject Company .

(a) and (b) The information set forth in Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

ITEM 9. Persons/Assets, Retained, Employed, Compensated or Used .

(a) The information set forth in the section of the Offer to Purchase titled Introduction and in Section 15Fees and Expenses of the Offer to Purchase is incorporated herein by reference.

ITEM 10. Financial Statements .

(a) and (b) Not applicable.

ITEM 11. Additional Information .

(a)(1) The information set forth in Section 10Interests of Directors, Executive Officers and Affiliates; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein by reference.

(a)(2) The information set forth in Section 11Certain Legal Matters; Regulatory Approvals of the Offer to Purchase is incorporated herein by reference.

(a)(3) The information set forth in Section 11Certain Legal Matters; Regulatory Approvals of the Offer to Purchase is incorporated herein by reference.

(a)(4) The information set forth in Section 2Purpose of the Offer; Certain Effects of the Offer and Section 13Effects of the Offer on the Market for Shares; Registration under the Exchange Act of the Offer to Purchase is incorporated herein by reference.

(a)(5) None.

(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, as each may be

ZEQ.=3,SEQ=4,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=902040,FOLIO='4',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07'

amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

ITEM 12. Exhibits .

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Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated October 30, 2015.
(a)(1)(B)	Letter of Transmittal (including IRS Form W-9).
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Form of Summary Advertisement.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated October 28, 2015 (furnished as Exhibit 99.1 to the Companys current report on Form 8-K dated October 28, 2015 and incorporated herein by reference).
(a)(5)(B)	Transcript of applicable portions of the Companys Third Quarter 2015 Earnings Call dated October 28, 2015 (incorporated by reference to Exhibit 99.1 to the Companys Schedule TO-C filed on
October 29, 2015 (File No. 005-80415)).
(a)(5)(C)	Press Release dated October 30, 2015.
(b)	Not applicable.
(d)(1)	Indenture dated as of January 24, 2013 by and between Theravance, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.4 to the Companys current report on
Form 8-K dated January 25, 2013 and incorporated herein by reference).
(d)(2)	Form of 2.125% Convertible Subordinated Note due 2023 (filed with Exhibit (d)(1) as Exhibit 4.4 to the Companys current report on Form 8-K dated January 25, 2013 and incorporated herein by
reference).
(d)(3)	Long-Term Stock Option Plan (filed as Exhibit 10.2 to the Companys Form S-1 dated June 10, 2004 and incorporated by reference herein).
(d)(4)	2004 Equity Incentive Plan, as amended by the board of directors February 10, 2010 and approved by stockholders April 27, 2010 and forms of equity award (filed as Exhibit 10.3 to the Companys
annual report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
(d)(5)	Employee Stock Purchase Plan, as amended April 27, 2010 (filed as Exhibit 10.4 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by
reference).
(d)(6)	Form of Indemnification Agreement for directors and officers of the registrant (filed as Exhibit 10.11 to the Companys Form S-1 dated June 10, 2004 and incorporated by reference
herein).

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ZEQ.=4,SEQ=5,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=462807,FOLIO='5',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07'

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Exhibit Number	Description
(d)(7)	Form of Notice of Grant and Stock Option Agreement under 2004 Equity Incentive Plan (filed as Exhibit 10.30 to the Companys annual report on Form 10-K for the year ended December 31, 2004 and
incorporated herein by reference).
(d)(8)	Form of Notice of Restricted Stock Award and Restricted Stock Agreement under 2004 Equity Incentive Plan (form in effect through 2010) (filed as Exhibit 10.31 to the Companys quarterly report on
Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).
(d)(9)	Description of Cash Bonus Program, as amended (filed as Exhibit 10.22 to the Companys annual report on Form 10-K for the year ended December 31, 2009 and incorporated herein by
reference).
(d)(10)	Amended and Restated 2008 New Employee Equity Incentive Plan and forms of equity award (filed as Exhibit 10.24 to the Companys annual report on Form 10-K for the year ended December 31, 2011 and
incorporated herein by reference).
(d)(11)	2009 Change in Control Severance Plan adopted December 16, 2009 (filed as Exhibit 10.48 to the Companys annual report on Form 10-K for the year ended December 31, 2009 and incorporated herein
by reference).
(d)(12)	2012 Equity Incentive Plan, as approved by the board of directors February 8, 2012 and approved by stockholders May 16, 2012 and forms of equity award (filed as Exhibit 10.38 to the Companys
quarterly report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).
(d)(13)	Equity Award Amendments for Employees VP Level or above remaining at Theravance, Inc. (filed as Exhibit 10.2 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014
and incorporated herein by reference).
(d)(14)	Policy for Non-Employee Director Stock Options (effective June 2, 2014) (filed as Exhibit 10.3 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and
incorporated herein by reference).
(d)(15)	Offer Letter with Ted Witek dated May 2, 2014 (filed as Exhibit 10.4 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by
reference).
(d)(16)	Offer Letter with George Abercrombie dated May 30, 2014 (filed as Exhibit 10.5 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by
reference).
(d)(17)	Offer Letter with Michael W. Aguiar dated August 5, 2014 (filed as Exhibit 10.1 to the Companys quarterly report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein
by reference).
(d)(18)	Offer Letter with Eric dEsparbes dated September 8, 2014 (filed as Exhibit 10.63 to the Companys annual report on Form 10-K for the year ended December 31, 2014 and incorporated herein
by reference).
(d)(19)	First Amendment to the 2009 Severance Plan dated July 24, 2015 (filed as Exhibit 10.2 to the Companys current report on Form 8-K dated July 29, 2015 and incorporated herein by
reference).
(g)	Not applicable.

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ZEQ.=5,SEQ=6,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=458528,FOLIO='6',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07'

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Exhibit Number	Description
(h)	Not applicable.

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Item 13. Information Required by Schedule 13E-3.

Not applicable.

ZEQ.=6,SEQ=7,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=366508,FOLIO='7',FILE='DISK104:[15ZCQ1.15ZCQ76101]DA76101A.;26',USER='BKYNARD',CD='29-OCT-2015;16:07' THIS IS THE END OF A COMPOSITION COMPONENT

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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/s/ MICHAEL W. AGUIAR
Name:	Michael W. Aguiar
Title:	Chief Executive Officer

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Date: October 30, 2015

ZEQ.=1,SEQ=8,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=644005,FOLIO='8',FILE='DISK104:[15ZCQ1.15ZCQ76101]JC76101A.;8',USER='BKYNARD',CD='29-OCT-2015;11:00' THIS IS THE END OF A COMPOSITION COMPONENT

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EXHIBIT INDEX

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Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated October 30, 2015.
(a)(1)(B)	Letter of Transmittal (including IRS Form W-9).
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Form of Summary Advertisement.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated October 28, 2015 (furnished as Exhibit 99.1 to the Companys current report on Form 8-K, filed on October 28, 2015 and incorporated herein by reference).
(a)(5)(B)	Transcript of applicable portions of the Companys Third Quarter 2015 Earnings Call dated October 28, 2015 (incorporated by reference to Exhibit 99.1 to the Companys Schedule TO-C filed on
October 29, 2015 (File No. 005-80415)).
(a)(5)(C)	Press Release dated October 30, 2015.
(b)	Not applicable.
(d)(1)	Indenture dated as of January 24, 2013 by and between Theravance, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.4 to the Companys current report on
Form 8-K dated January 25, 2013 and incorporated herein by reference).
(d)(2)	Form of 2.125% Convertible Subordinated Note due 2023 (filed with Exhibit (d)(1) as Exhibit 4.4 to the Companys current report on Form 8-K dated January 25, 2013 and incorporated herein by
reference).
(d)(3)	Long-Term Stock Option Plan (filed as Exhibit 10.2 to the Companys Form S-1 dated June 10, 2004 and incorporated by reference herein).
(d)(4)	2004 Equity Incentive Plan, as amended by the board of directors February 10, 2010 and approved by stockholders April 27, 2010 and forms of equity award (filed as Exhibit 10.3 to the Companys
annual report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
(d)(5)	Employee Stock Purchase Plan, as amended April 27, 2010 (filed as Exhibit 10.4 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by
reference).
(d)(6)	Form of Indemnification Agreement for directors and officers of the registrant (filed as Exhibit 10.11 to the Companys Form S-1 dated June 10, 2004 and incorporated by reference
herein).
(d)(7)	Form of Notice of Grant and Stock Option Agreement under 2004 Equity Incentive Plan (filed as Exhibit 10.30 to the Companys annual report on Form 10-K for the year ended December 31, 2004 and
incorporated herein by reference).

end of user-specified TAGGED TABLE

ZEQ.=1,SEQ=9,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=527241,FOLIO='9',FILE='DISK104:[15ZCQ1.15ZCQ76101]JE76101A.;14',USER='BKYNARD',CD='29-OCT-2015;16:08'

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Exhibit Number	Description
(d)(8)	Form of Notice of Restricted Stock Award and Restricted Stock Agreement under 2004 Equity Incentive Plan (form in effect through 2010) (filed as Exhibit 10.31 to the Companys quarterly report on Form 10-Q
for the quarter ended June 30, 2007 and incorporated herein by reference).
(d)(9)	Description of Cash Bonus Program, as amended (filed as Exhibit 10.22 to the Companys annual report on Form 10-K for the year ended December 31, 2009 and incorporated herein by
reference).
(d)(10)	Amended and Restated 2008 New Employee Equity Incentive Plan and forms of equity award (filed as Exhibit 10.24 to the Companys annual report on Form 10-K for the year ended December 31, 2011 and
incorporated herein by reference).
(d)(11)	2009 Change in Control Severance Plan adopted December 16, 2009 (filed as Exhibit 10.48 to the Companys annual report on Form 10-K for the year ended December 31, 2009 and incorporated herein
by reference).
(d)(12)	2012 Equity Incentive Plan, as approved by the board of directors February 8, 2012 and approved by stockholders May 16, 2012 and forms of equity award (filed as Exhibit 10.38 to the Companys
quarterly report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).
(d)(13)	Equity Award Amendments for Employees VP Level or above remaining at Theravance, Inc. (filed as Exhibit 10.2 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014
and incorporated herein by reference).
(d)(14)	Policy for Non-Employee Director Stock Options (effective June 2, 2014) (filed as Exhibit 10.3 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and
incorporated herein by reference).
(d)(15)	Offer Letter with Ted Witek dated May 2, 2014 (filed as Exhibit 10.4 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by
reference).
(d)(16)	Offer Letter with George Abercrombie dated May 30, 2014 (filed as Exhibit 10.5 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by
reference).
(d)(17)	Offer Letter with Michael W. Aguiar dated August 5, 2014 (filed as Exhibit 10.1 to the Companys quarterly report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein
by reference).
(d)(18)	Offer Letter with Eric dEsparbes dated September 8, 2014 (filed as Exhibit 10.63 to the Companys annual report on Form 10-K for the year ended December 31, 2014 and incorporated herein
by reference).
(d)(19)	First Amendment to the 2009 Severance Plan dated July 24, 2015 (filed as Exhibit 10.2 to the Companys current report on Form 8-K dated July 29, 2015 and incorporated herein by
reference).
(g)	Not applicable.
(h)	Not applicable.

end of user-specified TAGGED TABLE

ZEQ.=2,SEQ=10,EFW="2226364",CP="THERAVANCE, INC.",DN="1",CHK=339052,FOLIO='10',FILE='DISK104:[15ZCQ1.15ZCQ76101]JE76101A.;14',USER='BKYNARD',CD='29-OCT-2015;16:08' THIS IS THE END OF A COMPOSITION COMPONENT

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Innoviva, Inc. M&A Activity 2015