SecProbe.io

September 13, 2010
 Rick E Winningham Chief Executive Officer Theravance, Inc. 901 Gateway Blvd.
South San Francisco, CA 94080

Re: Theravance, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 24, 2010 File No. 000-30319

Dear Mr. Winningham:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2009

Patents and Proprietary Rights, page 12

1. Please expand this section to identify all your material patents, the products or
technologies to which they rela te, the related expiration date s and the jurisdictions that
issued them, and indicate if th e patents are owned or licensed.
 Definitive Proxy on Schedule 14A

 Board Leadership Structure, page 12

2. Please provide draft disclosure for your 2010 pr oxy statement that explains why, in light
of Dr. Vagelos electing not to stand for re -election, you have determined, for purpose of

Rick E Winningham Theravance, Inc.  September 13, 2010 Page 2

your leadership structure, that it is appr opriate for Mr. Winningham to serve as both
Chairman of the Board and Chief Executive Officer.

Compensation Discussion and Analysis, page 32

3. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.
 Annual Incentive Compensation, page 35

4. Please provide draft disclosure for an amendm ent, with respect to the incentive cash
bonuses awarded to your named executive officer s for their 2009 performance, including:

• The dollar amount awarded to each person;
• Each of the specific performance goals applicable to each named executive officer
and how each objective was weighted.  To th e extent that any of the performance
goals were quantitative, please discuss this.
• The actual level of achievement of each of  the performance goals applicable to each
named executive officer; and
• The relationship between the level of ach ievement of performance goals and the
amount of bonuses awarded.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Rick E Winningham Theravance, Inc.  September 13, 2010 Page 3

Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.

Sincerely,

     J e f f r e y  P .  R i e d l e r       A s s i s t a n t  D i r e c t o r