SecProbe.io

October 25, 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 response filed September 23, 2010 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 te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in  response to these comments we may have
additional comments.    Definitive Proxy on Schedule 14A

 Annual Incentive Compensation, page 35

1. We note your response to our prior comment  4.  Notwithstanding your disclosure in
general terms of your named executive  o fficers’ performance goals for the 2009 bonus
program, however, a more specific descripti on of each of the goals and the extent of
actual achievement of these objectives is nece ssary for investors to judge for themselves
whether bonus awards were reasonably tied to performance.  Therefore, please confirm
that you will include in next year’s  CD&A disclosure and thereafter:

• Each of the specific, binary performance goals that was set for use in determining the
officer’s performance, disclosed with suffici ent detail that investors understand what
was required of the officer to earn his or her bonus;
• The weighting assigned to each of those goals , if the goals did not apply equally; and

Rick E Winningham Theravance, Inc.  October 25, 2010 Page 2

• Whether each of the goals was achieved or  not achieved, such that a reader can
understand how the aggregate level of achievement for each officer was computed.

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.

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