SecProbe.io

Mail Stop 4645
March  17, 2017

Mark DiPaolo, Esq.
General Counsel
Sarissa Capital Management LP
660 Steamboat Road, 3rd Floor
Greenwich , CT 06830

Re: Innoviva , Inc.
 Preliminary Proxy  Statement on Schedule 14A
Filed March  13, 2017  by Sarissa Capital Domestic Fund LP et al.
File No. 000-30319

Press Release dated March 13,  2017 (not filed with the Commission)

Dear Mr. DiPaolo :

We have review ed the above -captioned 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 discl osure.

Please respond to this letter by amending the filing or by providing the requested
information.   If you  do not believe our comments apply to the participants’ facts and
circumstances  or do not believe an amendment is appropriate , please tell us why in your
response.

After reviewing any amendment to the filing and any information you provide in
response to these comments , we may have additional comments.   All defined terms used in t his
letter have the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

Proposal 5 – Repeal of New Bylaws, page 2

1. We note your disclosure on page 2 indicating that your Nominating Notice proposed
“among other things” to adopt a resolution calling for the repeal of new bylaws.  Please
tell us, and revise the proxy, where appropriate, to identify the “other things ” you
proposed in this  notice.

Mark DiPaolo
Sarissa Capital Management LP
March 17 , 2017
Page 2

2. Given your disclosure on page 3 indicating that the participants believe Innoviva’s
adoption of the majority voting amendment improves corporate governance and is in the
best interest of stockholders, please revi se the proxy to explain why the participants  do
not exclude the Ma jority Voting Amendment from the scope of Proposal 5.  In this
regard, the proxy disclosure should clarify why Proposal 5 is not limited to bylaw
provisions adopted since February 6 , 2017  other than the Majority Voting Amendment .

Broker Non -Votes, page 11

3. The disclosure on page 12 of the proxy statements indicates that there are only four ways
shareholders  may vote; however, we note that your bullet point list does not indicate that
shareholder s can vote the proxy card provided to them  by Innoviva.  Accor dingly, please
revise to clarify that shareholders have the option to vote by means of utilizing Innoviva’s
proxy card.

Annex B

4. Please revise to include Attachment I  or explain your basis for not including it as part of
the Annex.

Press Release dated March 13, 2017

5. We refer to your March 13, 2017 press release entitled, “Sarissa Capital Responds to
Innoviva’s Preemptive Launch of Proxy Contest.”  Please file this press release as
soliciting material in accordance with Exchange Act Rule 1 4a-12(b).  In addition, please
ensure that this soliciting material contains all information required by Rule 14a -12(a)(1)
and (2).  For instance, and without limitation, we note that the March 13 press release
does not appear to list all participants or d escribe all of their direct and indirect interests.
Please also ensure that all future soliciting materials comply with Rule 14a -12, including
the requirement that any soliciting materials published, sent or given to security holders
in accordance with Ru le 14a -12(a) must be filed with the Commission no later than the
date the material i s first published, sent or given to security holders .

6. Please provide support for the statement in your March 13, 2017 press release indicating
that Innoviva’s launch of the proxy contest was “preemptive” in nature given our
understanding that :
 your notice, dated February 7, 2017, provided for the nomination of four candidates
for election to the Company’s board  of directors, which nomination necessitated the
Company’s filing of a preliminary proxy statement disclosing a contested election
pursuant to Exchange Act Rule 14a -6; and
 the Company ’s chief executive officer, Michael Aguiar, warned Alexander Denner
before the Company filed its preliminary proxy statement .

Mark DiPaolo
Sarissa Capital Management LP
March 17 , 2017
Page 3

7. We note that the filing persons have made statements in their soliciting materials that
appear  to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management and board of directors, all without adequate factual
foundation.  For example, we note that the March 13, 2017 press release contains the
followin g statements :

 “Sarissa Capital is not seeking control of the Board but much needed stockholder
representation for the benefit of all stockholders .” (emphasis added)
 “Innoviva has a bloated cost structure and grossly overpays its officers and directors.”
 “We expect our nominees, if elected, will work to instill in Innoviva much needed
financial discipline and oversight.”  With regards to this statement, p lease clarify
what financial discipline and oversight your nominees will provide.

Please do not use the se or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please file appropriate corrective disclosure and refr ain from including
such statements in future soliciting materials.

8. With a view toward disclosure, please provide support for the statement in the March 13,
2017 press release that you  are “perplexed by Innoviva’s decision to undertake a public
contest rather than engage in constructive dialogue.”  In this regard,  we note that
Innoviva’s preliminary proxy filed on March 7, 2017 references several telephonic
conversations and meetings between the filing persons and/or its board nominees , and
Innoviva officers and/or directors .  For example, we note references in Innoviva’s  proxy
to meetings or conversations  held on December 15, 2016 as well as January 10, February
10, March 1, and March 6, 2017.  In your response, please also explain why the dialogue
between the parties was not constructive in nature.

9. Please provide support for the statement that Innoviva  “without warning” public ly
announced  that Sarissa  Capital  was seeking control of the B oard of Directors given our
understanding that Innoviva’s Chief Executive Officer left phone messages for Mr.
Denner prior to March 7, 2017 informing him that Innoviva would be filing its
preliminary proxy statement .  Alternatively, please refrain from making such statements
in the future.

Mark DiPaolo
Sarissa Capital Management LP
March 17 , 2017
Page 4

Please contact Joseph McCann at (202) 551 -6262 or me at (202) 551 -3444 with any
questions.

Sincerely,

 /s/ Perry J. Hindin

 Perry J. Hindin
Special Counsel
Office of Mergers  and Acquisitions