SecProbe.io

April 2, 201 4

Via E -mail
Michael W. Aguiar
Chief Financial  Officer
Theravance, Inc.
901 Gateway Boulevard
South San Francisco, California 94080

Re:  Theravance, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 201 3
Filed March 3, 2014
File No. 000-30319

Dear Mr. Aguiar :

We have limited our review  to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document .  In our comment s, we ask
you to provide us with information so we may better understand your disclosure.

Please respond t o this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe  a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP  that keys your
response s to our comment s.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

Notes to Consolidated Finan cial Statements
Note 1: Description of Operations and Summary of Significant Accounting Policies
Intangible Assets, page 83

1. Please tell us why it is appropriate to charge your amortization of intangible assets
associated with approved or commercialized pr oducts as a reduction of your royalty
revenues.  Reference for us the authoritative literature you rely upon to support your
classification.

2. Please tell us why it is appropriate to defer recognition of amortization charges until you
begin recognizing roya lty revenues for the related product.  As amortization is a cost
allocation process and not necessarily a matching concept, please tell us why you do not
begin amortization when the asset is available for use (i.e., upon regulatory approval).  In
your resp onse please tell what the total amortization charge would have been in 2013 if

Michael W. Aguiar
Theravance, Inc.
April 2, 201 4
Page 2

 you began amortizing upon the receipt of regulatory approval.  Reference for us the
authoritative literature you rely upon to support your accounting.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filin g to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management ar e
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 comment s, please provide a written statement from the company
acknowledging that :
 the company is responsible for the adequacy and accuracy of the disclosure 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 com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact James Peklenk, Staff Accountant, at (202) 551 -3661 or Mark Brunhofer ,
Review  Accountant, at (202) 551 -3638 if you have any questions regarding the comment s.  In
this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant