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Mail Stop 4546

September 14, 2016

VIA E -mail
Eric d’Esparbes
Senior Vice President, Finance and Chief Financial  Officer
Innoviva, Inc.
2000 Sierra Point Parkway, Suite 500
Brisbane, CA  94005

Re: Innoviva , Inc.
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 24 , 2016
Form 8-K dated July 28 , 2016
Filed July 28, 2016
File No. 00 0-30319

Dear Mr . d’Esparbes :

We have reviewed your filing s 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 th ese comments  within ten business days by providing the requested
information or adv ise us when you will respond .  If you do not believe  a comment appl ies to
your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments , we may have additional comments .

Form 10 -K for the Year Ended December 31, 201 5
Notes to Consolidated Financial Statements

1. Description of Operations and Summary of Significant Accounting Policies

Segment Reporting , page 59

1. Please tell us your consideration for disclosing revenue by product and by geographic area.
In this regard, it appears that your royalty revenue is derived substantially from two products
sold in multiple countries. Refer to ASC 280 -10-50-40 and 50 -41.

Eric d’Esparbes
Innoviva , Inc.
September 14, 2016
Page 2

 Capitalized Fees paid to a Related Party , page 61

2. Your disclosure indicates that you amortize the capitalized fees for each product separately
by country. Please tell us  whether your determination as to :
 when to review capitalized fees for impairment,
 determine whether or not capitalized fees are recoverable, and
 measure the amount of any impairment
is on a product/country basis consistent with how you maintain capitalized fees for
amortization .  If not, provide us an explanation as to your basis for revie wing and
determining recoverability and impairment with reference to authoritative literature. Consider
clarifying your disclosure in future filings. Further, tell us your consideration for providing
disaggregated disclosure of capitalized fees by product and country.

Form 8 -K filed July 28, 2016
Exhibit 99.1

3. Refer to your use of the non -GAAP measure “adjusted cash EPS.”   Based on its name as
well as what it is used to assess about the company by management and “external users” as
described herein, it a ppears to be a prohibited measure. Please r efer to non -GAAP financial
measures compliance and disclosure interpretations question 102.05.  Confirm to us that you
will no longer use this measure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts rel ating 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 s;
 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 s; and
 the company may not assert staff comm ents as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Eric d’Esparbes
Innoviva , Inc.
September 14, 2016
Page 3

 You may contact James Peklenk , Staff Accountant at (202) 551 -3661  if you have
questions regarding the comments .  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
Office of Healthcare and Insurance