Form 3 Brinkley David L For: Jun 01 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brinkley David L

(Last)

(First)

(Middle)

THERAVANCE, INC., 901 GATEWAY BOULEVARD

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2009

3. Issuer Name and Ticker or Trading Symbol
THERAVANCE INC [THRX]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Business Dev.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,413	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/17/2010	Common Stock	76,032	$ 8.53	D
Stock Option (Right to Buy)	⁽¹⁾	02/24/2012	Common Stock	38,271	$ 8.53	D
Stock Option (Right to Buy)	⁽¹⁾	01/24/2013	Common Stock	30,037	$ 3.1	D
Stock Option (Right to Buy)	⁽¹⁾	03/29/2014	Common Stock	96,773	$ 9.69	D
Stock Option (Right to Buy)	⁽¹⁾	02/09/2015	Common Stock	16,129	$ 18.37	D
Stock Option (Right to Buy)	⁽²⁾	02/07/2016	Common Stock	16,129	$ 29.65	D
Stock Option (Right to Buy)	⁽²⁾	02/13/2017	Common Stock	16,129	$ 34	D
Stock Option (Right to Buy)	⁽³⁾	11/30/2018	Common Stock	100,000	$ 6.15	D

Explanation of Responses:

1. Immediately exercisable.

2. The option becomes exercisable for the shares in a series of 48 equal monthly installments. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee remains in continuous service through such date.

3. The option may be exercised with respect to the first 25% of the shares subject to this option when optionee completes 12 months of continuous service after the grant date. This option may be exercised with respect to an additional 1/48th of the shares subject to this option when optionee completes each month of continuous service thereafter. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee has remained in continuous service through such date.

	Bradford J. Shafer as Attorney-in-Fact	06/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Shawn Lampron, Bradford Shafer and Heather Shane , with full power of
substitution, as the undersigned's true and lawful attorneys-in-fact to:
         
(1)prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% stockholder of Theravance, Inc.
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(3)do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and

(4)take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorneys-in-fact on behalf 
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
         
         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever 
requisite,necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming,nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
         
         This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company,unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.  
         
         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of June, 2009. 
         

/s/ David Brinkley

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